UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(Mark One)
x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2007
¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to .
Commission File Number 1-6028
LINCOLN NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana | 35-1140070 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
150 N. Radnor Chester Road, Suite A305, Radnor, Pennsylvania | 19087 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (484) 583-1400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered |
|
Common Stock | New York and Chicago | |
$3.00 Cumulative Convertible Preferred Stock, Series A | New York and Chicago | |
6.75% Capital Securities | New York | |
6.75% Trust Preferred Securities, Series F (1) | New York |
(1) |
Issued by Lincoln National Capital VI. Payments of distributions and payments on liquidation or redemption are guaranteed by Lincoln National Corporation. |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
The aggregate market value of the shares of the registrants common stock held by non-affiliates (based upon the closing price of these shares on the New York Stock Exchange) as of the last business day of the registrants most recently completed second fiscal quarter was $19.2 billion.
As of February 19, 2008, 264,567,819 shares of common stock of the registrant were outstanding.
Documents Incorporated by Reference:
Selected portions of the Proxy Statement for the Annual Meeting of Shareholders, scheduled for May 8, 2008 have been incorporated by reference into Part III of this Form 10-K.
Table of Contents
Item |
Page | |||
PART I | ||||
1. |
Business | 1 | ||
1 | ||||
3 | ||||
3 | ||||
3 | ||||
7 | ||||
10 | ||||
11 | ||||
12 | ||||
14 | ||||
17 | ||||
17 | ||||
Reinsurance | 18 | |||
Reserves | 18 | |||
Investments | 19 | |||
Ratings | 19 | |||
Regulatory | 21 | |||
Employees | 24 | |||
Available Information | 24 | |||
1A. |
Risk Factors | 24 | ||
1B. |
Unresolved Staff Comments | 31 | ||
2. |
Properties | 31 | ||
3. |
Legal Proceedings | 31 | ||
4. |
Submission of Matters to a Vote of Security Holders | 31 | ||
Executive Officers of the Registrant | 32 | |||
PART II | ||||
5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 34 | ||
6. |
Selected Financial Data | 35 | ||
7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 36 | ||
36 | ||||
37 | ||||
37 | ||||
39 | ||||
40 | ||||
40 | ||||
49 | ||||
50 | ||||
52 | ||||
55 | ||||
55 | ||||
62 |
i
ii
The Business section and other parts of this Form 10-K contain forward-looking statements that involve inherent risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, and containing words such as believes, estimates, anticipates, expects or similar words are forward-looking statements. Our actual results may differ materially from the projected results discussed in the forward-looking statements. Factors that could cause such differences include, but are not limited to, those discussed in Item 1A. Risk Factors and in the Forward-Looking Statements Cautionary Language in Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Our consolidated financial statements and the accompanying notes to the consolidated financial statements (Notes) are presented in Item 8. Financial Statements and Supplementary Data.
Item 1. | Business |
Lincoln National Corporation (LNC which also may be referred to as Lincoln, we, our or us) is a holding company, which operates multiple insurance and investment management businesses through subsidiary companies. Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions. These products include institutional and/or retail fixed and indexed annuities, variable annuities, universal life insurance, variable universal life insurance, term life insurance, mutual funds and managed accounts. LNC was organized under the laws of the state of Indiana in 1968. We currently maintain our principal executive offices in Radnor, Pennsylvania, which were previously located in Philadelphia, Pennsylvania. Lincoln Financial Group is the marketing name for LNC and its subsidiary companies. As of December 31, 2007, LNC had consolidated assets of $191.4 billion and consolidated stockholders equity of $11.7 billion.
We provide products and services in four operating businesses and report results through six business segments, as follows:
(1) | Individual Markets, which includes the Annuities and Life Insurance segments, |
(2) | Employer Markets, which includes the Retirement Products and Group Protection segments, |
(3) | Investment Management, which is an operating business and segment, and |
(4) | Lincoln UK, which is an operating business and segment. |
We also have Other Operations, which includes the financial data for operations that are not directly related to the business segments, unallocated corporate items (such as investment income on investments related to the amount of statutory surplus in our insurance subsidiaries that is not allocated to our business units and other corporate investments, interest expense on short-term and long-term borrowings, and certain expenses, including restructuring and merger-related expenses) and the ongoing amortization of deferred gain on the indemnity reinsurance portion of the sale of our former reinsurance segment to Swiss Re Life & Health America Inc. (Swiss Re) in the fourth quarter of 2001.
In addition, as a result of our agreements dated as of November 12, 2007 to divest the television stations, sports programming and certain radio properties of our former Lincoln Financial Media segment, beginning in the fourth quarter of 2007, we are reporting the results of those businesses as discontinued operations in all periods presented, and the results of the remaining radio properties are included in Other Operations. These remaining businesses do not qualify as discontinued operations. For further information, see Acquisition and Dispositions below.
The results of Lincoln Financial Network (LFN) and Lincoln Financial Distributors (LFD), our retail and wholesale distributors, are included in the segments for which they distribute products. LFD distributes our individual products and services primarily through brokers, planners, agents and other intermediaries. As of December 31, 2007, LFD had approximately 650 internal and external wholesalers (including sales managers). The Employer Markets group distributes the employer products and services primarily through financial advisors, employee benefit brokers, third party administrators, and other employee benefit firms. As of December 31, 2007, LFN offered LNC and non-proprietary products and advisory services through a national network of approximately 7,300 active producers who placed business with us within the last twelve months.
Financial information in the tables that follow is presented in conformity with accounting principles generally accepted in the United States of America (GAAP), unless otherwise indicated. As a result of our agreements to divest a portion of our media businesses in 2007, we changed the composition of our segments and restated the prior periods segment financial information to conform to the 2007 presentation. We provide revenues, income (loss) from operations and assets attributable to each of our business segments and Other Operations as well as revenues derived inside and outside the U.S. for the last three fiscal years in Note 20.
1
Revenues by segment (in millions) were as follows:
For the Years Ended
December 31, |
||||||||||||
2007 | 2006 | 2005 | ||||||||||
Operating revenues: |
||||||||||||
Individual Markets: |
||||||||||||
Annuities |
$ | 2,600 | $ | 2,161 | $ | 1,422 | ||||||
Life Insurance |
3,921 | 3,256 | 1,911 | |||||||||
Total Individual Markets |
6,521 | 5,417 | 3,333 | |||||||||
Employer Markets: |
||||||||||||
Retirement Products |
1,441 | 1,360 | 1,175 | |||||||||
Group Protection |
1,500 | 1,032 | | |||||||||
Total Employer Markets |
2,941 | 2,392 | 1,175 | |||||||||
Investment Management |
590 | 564 | 475 | |||||||||
Lincoln UK |
370 | 308 | 318 | |||||||||
Other Operations |
281 | 283 | 175 | |||||||||
Realized loss |
(118 | ) | (3 | ) | (3 | ) | ||||||
Amortization of deferred gain on indemnity reinsurance related to reserve developments |
9 | 1 | 2 | |||||||||
Total revenues |
$ | 10,594 | $ | 8,962 | $ | 5,475 | ||||||
Acquisition and Dispositions
On November 12, 2007, Lincoln Financial Media Company (LFMC), our wholly owned subsidiary, entered into two stock purchase agreements with Raycom Holdings, LLC (Raycom). Pursuant to one of the agreements, LFMC has agreed to sell to Raycom all of the outstanding capital stock of three of LFMCs wholly owned subsidiaries: (i) WBTV, Inc., the owner and operator of television station WBTV, Charlotte, North Carolina; (ii) WCSC, Inc., the owner and operator of television station WCSC, Charleston, South Carolina; and (iii) WWBT, Inc., the owner and operator of television station WWBT, Richmond, Virginia. Upon the closing of the transaction, LFMC expects to receive proceeds of $548 million, subject to certain adjustments. We expect to close during the first quarter of 2008. Pursuant to the other agreement, LFMC agreed to sell to Raycom all of the outstanding capital stock of Lincoln Financial Sports, Inc., a wholly owned subsidiary of LFMC. This transaction closed on November 30, 2007 and LFMC received $42 million of proceeds.
On November 12, 2007, LFMC also entered into a stock purchase agreement with Greater Media, Inc., to sell all of the outstanding capital stock of Lincoln Financial Media Company of North Carolina, the owner and operator of radio stations WBT(AM), Charlotte, North Carolina, WBT-FM, Chester, South Carolina and WLNK(FM), Charlotte, North Carolina. This transaction closed on January 31, 2008, and LFMC received proceeds of $100 million. More information on these LFMC transactions can be found in our Form 8-K filed on November 14, 2007 and in Acquisition and Dispositions in the MD&A.
During the fourth quarter of 2007, we sold certain institutional taxable fixed income business to an unaffiliated investment management company. Investment Management transferred $12.3 billion of assets under management as part of this transaction. Based upon the assets transferred as of October 31, 2007, the purchase price is expected to be no more than $49 million. We expect this transaction to decrease income from operations, relative to 2007, by approximately $3 million, after-tax, per quarter in 2008. During the fourth quarter we received $25 million of the purchase price, with additional scheduled payments over the next three years. We recorded an after-tax realized loss of $2 million on our Consolidated Statements of Income as a result of this transaction. There were certain other pipeline accounts in process at the time of the transaction closing, and any adjustment to the purchase price, if necessary, will be determined at October 31, 2008. Investment Management manages approximately $94.0 billion of fixed income assets with a team of 100 fixed income investment professionals. The transaction did not impact the fixed income team that manages our fixed income mutual funds or general account assets.
On April 3, 2006, we completed our merger with Jefferson-Pilot Corporation (Jefferson-Pilot), pursuant to which Jefferson-Pilot merged into one of our wholly owned subsidiaries. Jefferson-Pilot, through its subsidiaries, offered full lines of individual life, annuity and investment products, and group life insurance products, disability income and dental contracts, and it operated television and radio stations.
In September 2004, we completed the sale of our London-based international investment unit, Delaware International Advisors Ltd. (DIAL), to a newly-formed company associated with DIALs management and a private-equity firm. At closing, we
2
received $181 million in cash and relief of certain obligations of approximately $19 million. We had an after-tax gain from the transaction of $46 million. DIAL, which has since been renamed Mondrian Investment Partners (Mondrian), continues to provide sub-advisory services with respect to certain international asset classes for our Investment Management segment and LNC.
For further information about acquisitions and divestitures, see Acquisition and Dispositions in the MD&A and Note 3.
Branding
Branding is a key element of our strategy. Our branding efforts are focused on three primary target audiences: financial intermediaries; affluent consumers (top 11% of the population); and plan sponsors. Through our branding efforts, we work to build name awareness and brand familiarity.
In 2007, we continued to build our brand on a national basis through an integrated package of consumer print and television, trade print and online advertising, sponsorships, marketing, public relations and promotional events. As a result, we believe that our awareness among our core target audiences continues to be strong.
We recognize that our brand embodies the experience our customers have with us. Steps were taken in 2007 to identify and closely link the various channels of brand including customer touchpoint areas, Marketing, Advertising, Public Affairs, Investor Relations, Government Relations, Community Relations, Corporate Communications and affiliated media companies. Major brand initiatives across these channels include a customer touchpoint audit, an internal brand campaign that targets customer-facing employees, and a media campaign. In addition, we launched a new brand advertising campaign and consumer facing website. All of these efforts are focused on the Retirement Income Security strategy.
BUSINESS SEGMENTS AND OTHER OPERATIONS
Overview
The Individual Markets business provides its products through two segments: Annuities and Life Insurance. The Annuities segment provides tax-deferred growth and lifetime income opportunities for its clients by offering individual fixed annuities, including indexed annuities, and variable annuities. Its variable annuities are distributed by affiliated and unaffiliated broker-dealers. The Life Insurance segment offers wealth protection and transfer opportunities through both individual and survivorship versions of universal life and variable universal life, as well as term insurance and a linked-benefit product (which is a universal life insurance policy linked with riders that provide for long-term care costs).
During 2007, the Individual Markets business launched its Unified Product Portfolio (UPP), a wide array of life insurance and annuity products. The UPP combines and improves upon the product suites, system platforms and product development of LNC and Jefferson-Pilot into a more streamlined and rationalized range of products.
Individual Markets Annuities
Overview
The Annuities segment, with principal operations in Fort Wayne, Indiana, Hartford, Connecticut, and Greensboro, North Carolina, and additional operations in Concord, New Hampshire, provides tax-deferred growth and lifetime income opportunities for its clients by offering fixed and variable annuities. As a result of a broad product portfolio and a strong and diverse distribution network, we ranked 7 th in assets and 5 th in individual and group contract variable annuity flows for the year ended December 31, 2007 in the U.S., according to Morningstar Annuity Research Center.
The Annuities segment offers non-qualified and qualified fixed and variable annuities to individuals. The fixed and variable classification describes whether we or the contract holders bear the investment risk of the assets supporting the contract. This also determines the manner in which we earn investment margin profits from these products, either as investment spreads for fixed products or as asset-based fees charged to variable products.
Annuities are attractive because they provide tax-deferred growth in the underlying principal, thereby deferring the tax consequences of the growth in value until withdrawals are made from the accumulation values, often at lower tax rates occurring during retirement. In addition to favorable tax treatment, annuities are unique in that contract holders can select a variety of payout alternatives to help provide an income flow for life. The individual annuities market has seen an increase in competition along with new product types and promotion. The guarantee features (living and death benefits) offered within an annuity are not found in any other investment vehicle, and, we believe, make annuities attractive especially in times of economic uncertainty.
3
Products
In general, an annuity is a contract between an insurance company and an individual or group in which the insurance company, after receipt of one or more premium payments, agrees to pay an amount of money either in one lump sum or on a periodic basis (i.e., annually, semi-annually, quarterly or monthly), beginning on a certain date and continuing for a period of time as specified in the contract. Periodic payments can begin within twelve months after the premium is received (referred to as an immediate annuity) or at a future date in time (referred to as a deferred annuity). This retirement vehicle helps protect an individual from outliving his or her money and can be either a fixed annuity or a variable annuity.
The Annuities segments deposits (in millions) were as follows:
For the Years Ended
December 31, |
|||||||||
2007 | 2006 | 2005 | |||||||
Variable portion of variable annuity |
$ | 9,135 | $ | 7,251 | $ | 5,539 | |||
Fixed portion of variable annuity |
2,795 | 2,090 | 1,871 | ||||||
Total variable annuity |
11,930 | 9,341 | 7,410 | ||||||
Fixed indexed annuity |
755 | 717 | | ||||||
Other fixed annuity |
772 | 698 | 118 | ||||||
Total deposits |
$ | 13,457 | $ | 10,756 | $ | 7,528 | |||
Variable Annuities
A variable annuity provides the contract holder the ability to direct the investment of premium deposits into one or more sub-accounts offered through the product (variable portion) or into a fixed account with a guaranteed return (fixed portion). The value of the variable portion of the contract holders account varies with the performance of the underlying sub-accounts chosen by the contract holder. The underlying assets of the sub-accounts are managed within a special insurance series of mutual funds. The contract holders return is tied to the performance of the segregated assets underlying the variable annuity, (i.e. the contract holder bears the investment risk associated with these investments), except for the impact of guaranteed benefit features. The value of the fixed portion is guaranteed by us and recorded in our general account liabilities. Variable annuity account values were $62.1 billion, $51.8 billion and $41.6 billion for the years ended December 31, 2007, 2006 and 2005, respectively, including the fixed portions of variable accounts of $3.5 billion, $3.6 billion and $3.9 billion, for the years ended December 31, 2007, 2006 and 2005, respectively.
We charge mortality and expense assessments and administrative fees on variable annuity accounts to cover insurance and administrative expenses. These assessments are built into accumulation unit values, which when multiplied by the number of units owned for any sub-account equals the contract holders account value for that sub-account. The fees that we earn from these contracts are reported as insurance fees on the income statement. In addition, for some contracts, we collect surrender charges that range from 0% to 10% of withdrawals when contract holders surrender their contracts during the surrender charge period, which is generally higher during the early years of a contract. Our individual variable annuity products have a maximum surrender charge period of ten years.
We offer A-share, B-share, C-share, L-share and bonus variable annuities, although not with every annuity product. The differences in these relate to the sales charge and fee structure associated with the contract.
|
An A-share has a front-end sales charge and no back-end contingent deferred sales charge, also known as a surrender charge. The net premium (premium less front-end charge) is invested in the contract, resulting in full liquidity and lower mortality and expense assessments over the long term than those in other share classes. |
|
A B-share has a seven-year surrender charge that is only paid if the account is surrendered or withdrawals are in excess of contractual free withdrawals within the contracts specified surrender charge period. The entire premium is invested in the contract, but it offers limited liquidity during the surrender charge period. |
|
A C-share has no front-end sales charge or back-end surrender charge. Accordingly, it offers maximum liquidity but mortality and expense assessments are higher than those for A-share or B-share. It offers a persistency credit in year eight to revert pricing to B-share levels. |
|
An L-share has a four to five year surrender charge that is only paid if the account is surrendered or withdrawals are in excess of contractual free withdrawals within the contracts specified surrender charge period. The differences between the L-share and the B-share are the length of the surrender charge period and the fee structure. L-shares have a shorter surrender charge period, so for the added liquidity, mortality and expense assessments are higher. We offer L-share annuity products with persistency credits beginning in years five or eight to revert pricing back to B-share levels. |
4
|
A bonus annuity is a variable annuity contract that offers a bonus credit to a contract based on a specified percentage (typically ranging from 2% to 5%) of each deposit. The entire premium plus the bonus are invested in the sub-accounts supporting the contract. It has a seven to nine-year surrender charge. The expenses are slightly more than those for a B-share. We also offer bonus annuity products with persistency credits beginning in years eight or fifteen to revert bonus pricing back to B-share pricing levels. |
Certain of our variable annuity products offer guaranteed benefit features, such as a guaranteed minimum death benefit (GMDB), a guaranteed minimum withdrawal benefit (GMWB), a guaranteed income benefit (GIB) and a combination of such benefits. Most of our variable annuity products also offer the choice of a fixed option that provides for guaranteed interest credited to the account value.
Approximately 91%, 91% and 90% of variable annuity separate account values had a GMDB feature as of December 31, 2007, 2006 and 2005, respectively. The GMDB features include those where we contractually guarantee to the contract holder that upon death, we will return no less than: ( a ) the total deposits made to the contract adjusted to reflect any partial withdrawals; ( b ) the highest contract value on a specified anniversary date adjusted to reflect any partial withdrawals following the contract anniversary; or ( c ) the current contract value plus an additional amount, either 40% or 25% of contract gains, to help offset the impact of taxes.
The Lincoln SmartSecurity ® Advantage benefit is a GMWB feature that offers the contract holder a guarantee equal to the initial deposit (or contract value, if elected after issue), adjusted for any subsequent purchase payments or withdrawals. There are two elective step-up options: a one-year option and a five-year option. In general, the one-year option allows an owner to step up the guarantee amount automatically on the benefit anniversary to the current contract value, and the five-year option allows the owner to step up the guarantee amount to the current contract value on or after the fifth anniversary of the election or of the most recent step up. In each case, the contract value must be greater than the guarantee amount at the time of step up. To receive the full amount of the guarantee, annual withdrawals are limited to either 5% of the guaranteed amount for the one-year option or 7% of the guaranteed amount for the five-year option. Under the one-year option, withdrawals will continue for the rest of the owners life (single life version) or the life of the owner or owners spouse (joint life version) as long as withdrawals begin after attained age 65 and are limited to 5% of the guaranteed amount. Withdrawals in excess of the applicable maximum in any contract year are assessed any applicable surrender charges, and the guaranteed amount is recalculated. Approximately 31%, 26% and 21% of variable annuity account values as of December 31, 2007, 2006 and 2005, respectively, had a GMWB feature.
We offer other product riders including i4LIFE ® Advantage and 4LATER ® . The i4LIFE ® feature, on which we have received a U.S. patent, allows variable annuity contract holders access and control during the income distribution phase of their contract. This added flexibility allows the contract holder to access the account value for transfers, additional withdrawals, and other service features like portfolio rebalancing. In general, GIB is an optional feature available with i4LIFE ® Advantage that guarantees regular income payments will not fall below 75% of the highest income payment on a specified anniversary date (reduced for any subsequent withdrawals). Approximately 88%, 83% and 72% of i4LIFE ® Advantage account values elected the GIB feature as of December 31, 2007, 2006 and 2005, respectively. Approximately 9%, 6% and 4% of variable annuity account values as of December 31, 2007, 2006 and 2005, respectively, have elected an i4LIFE ® feature. 4LATER ® provides a minimum income base used to determine the GIB floor when a client begins income payments under i4LIFE ® . The income base is equal to the initial deposit (or contract value, if elected after issue) and increases by 15% every three years (subject to a 200% cap). The owner may step up the income base on or after the third anniversary of rider election or of the most recent step-up (which also resets the 200% cap).
To mitigate the increased risks associated with guaranteed benefits, we developed a dynamic hedging program. The customized dynamic hedging program uses equity and interest rate futures positions, interest rate and variance swaps, as well as equity-based options depending upon the risks underlying the guarantees. Our program is designed to offset both positive and negative changes in the carrying value of the guarantees. However, while we actively manage these hedge positions, the hedge positions may not be effective to exactly offset the changes in the carrying value of the guarantees due to, among other things, the time lag between changes in their values and corresponding changes in the hedge positions, high levels of volatility in the equity markets, contract holder behavior, and divergence between the performance of the underlying funds and hedging indices. For more information on our hedging program, see Critical Accounting Policies and Estimates Derivatives of the MD&A. For information regarding risks related to guaranteed benefits, see Item 1A. Risk Factors.
Fixed Annuities
A fixed annuity preserves the principal value of the contract while guaranteeing a minimum interest rate to be credited to the accumulation value. We offer single and flexible premium fixed deferred annuities to the individual annuities market. Single premium fixed deferred annuities are contracts that allow only a single premium to be paid. Flexible premium fixed deferred annuities are contracts that allow multiple premium payments on either a scheduled or non-scheduled basis. Our fixed annuities include both traditional fixed-rate and fixed indexed annuities. With fixed deferred annuities, the contract holder has the right to surrender the contract and receive the current accumulation value less any applicable surrender charge and, if applicable, a market value adjustment (MVA).
5
Fixed indexed annuities allow the contract holder to elect an interest rate linked to the performance of the S&P 500 Index ® . The indexed interest rate is guaranteed never to be less than zero. Our fixed indexed annuities provide contract holders a choice of a traditional fixed-rate account and one or more different indexed accounts. A contract holder may elect to change allocations at renewal dates, either annually or biannually. At each renewal date, we have the opportunity to re-price the indexed component (i.e. reset the caps, spreads or participation rates), subject to guarantees.
Fixed annuity contracts are general account obligations. We bear the investment risk for fixed annuity contracts. To protect from premature withdrawals, we impose surrender charges. Surrender charges are typically applicable during the early years of the annuity contract, with a declining level of surrender charges over time. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line and what we credit to our fixed annuity contract holders accounts. In addition, with respect to fixed indexed annuities, we purchase options that are highly correlated to the indexed account allocation decisions of our contract holders, such that we are closely hedged with respect to indexed interest for the current reset period. For more information on our hedging program for fixed indexed annuities, see Critical Accounting Policies of the MD&A.
Individual fixed annuity account values were $14.4 billion, $14.9 billion and $6.9 billion as of December 31, 2007, 2006 and 2005, respectively. Approximately $10.5 billion of individual fixed annuity account values as of December 31, 2007 were still within the surrender charge period. However, certain fixed annuities allow window periods during which contract holders can withdraw their funds without incurring a surrender charge. For example, our StepFive ® Fixed Annuity has a sixty-day window period following each five-year fixed guarantee period. Crediting rates for each subsequent five-year fixed guarantee period are set at the beginning of the window period. During the window period, account holders can withdraw their funds without incurring a surrender charge. Account values for this type of product were $4.2 billion, $3.6 billion and $2.8 billion as of December 31, 2007, 2006 and 2005, respectively, with approximately $736 million of account values entering the window period during 2008.
Our fixed annuity product offerings as of December 31, 2007 consisted of traditional fixed-rate and fixed indexed deferred annuities. We also offer fixed-rate immediate annuities with various payment options, including lifetime incomes. In addition to traditional fixed-rate immediate annuities, we introduced in 2007 Lincoln SmartIncome SM Inflation Annuity. This product provides lifetime income with annual adjustments to keep pace with inflation. It uses a patent-pending design to preserve access to remaining principal, also adjusted annually for inflation, for premature death or unexpected needs. The traditional fixed-rate deferred annuity products include the Lincoln Classic SM (Single and Flexible Premium), Lincoln Select SM and Lincoln ChoicePlus SM Fixed annuities. The fixed indexed deferred annuity products include the Lincoln OptiPoint ® , Lincoln OptiChoice ® , Lincoln New Directions ® , and Lincoln Future Point ® annuities. The fixed indexed annuities offer one or more of the following indexed accounts:
|
The Performance Triggered Indexed Account pays a specified rate, declared at the beginning of the indexed term, if the S&P 500 Index ® value at the end of the indexed term is the same or greater than the S&P 500 Index ® value at the beginning of the indexed term. |
|
The Point to Point Indexed Account compares the value of the S&P 500 Index ® at the end of the indexed term to the S&P 500 Index ® value at the beginning of the term. If the S&P 500 Index ® at the end of the indexed term is higher than the S&P 500 Index ® value at the beginning of the term, then the percentage change, up to the declared indexed interest cap, is credited to the indexed account. |
|
The Monthly Cap Indexed Account reflects the monthly changes in the S&P 500 Index ® value over the course of the indexed term. Each month, the percentage change in the S&P 500 Index ® value is calculated, subject to a monthly indexed cap that is declared at the beginning of the indexed term. At the end of the indexed term, all of the monthly change percentages are summed to determine the rate of indexed interest that will be credited to the account. |
|
The Monthly Average Indexed Account compares the average monthly value of the S&P 500 Index ® to the S&P 500 Index ® value at the beginning of the term. The average of the S&P 500 Index ® values at the end of each of the twelve months in the indexed term is calculated. The percentage change of the average S&P 500 Index ® value to the starting S&P 500 Index ® value is calculated. From that amount, the indexed interest spread, which is declared at the beginning of the indexed term, is subtracted. The resulting rate is used to calculate the indexed interest that will be credited to the account. |
If the S&P 500 Index ® values produce a negative indexed interest rate, no indexed interest is credited to the indexed account.
We introduced the Lincoln Living Income SM Advantage in 2007. Available with certain of our fixed indexed annuities, it provides the contract holder a guaranteed minimum lifetime withdrawal benefit. Withdrawals in excess of the guaranteed amount are assessed any applicable surrender charges, and the guaranteed withdrawal amount is recalculated.
Many of our fixed annuities have an MVA. If a contract with an MVA is surrendered during the surrender charge period, both a surrender charge and an MVA may be applied. The MVA feature increases or decreases the contract value of the annuity based on a decrease or increase in interest rates. Individual fixed annuities with an MVA feature constituted 29%, 24% and 11% of total fixed annuity account values as of December 31, 2007, 2006 and 2005, respectively.
6
Distribution
The Annuities segment distributes all its individual fixed and variable annuity products through LFD, our wholesaling distribution organization. LFDs distribution channels give the Annuities segment access to its target markets. LFD distributes the segments products to a large number of financial intermediaries, including LFN. The financial intermediaries include wire/regional firms, independent financial planners, financial institutions and managing general agents.
Competition
The annuities market is very competitive and consists of many companies, with no one company dominating the market for all products. The Annuities segment competes with numerous other financial services companies. The main factors upon which entities in this market compete are distribution channel access and the quality of wholesalers, investment performance, cost, product features, speed to market, brand recognition, financial strength ratings, crediting rates and client service.
We believe that the Annuities segments high service levels help it to compete in the annuities market. We track the time to answer calls to the center as well as the average response time to customer queries. Further, the segment tracks the turnaround time for various customer services such as processing of applications.
The Annuities segment attempts to design products that meet the needs of clients in its markets. The speed in which the segments products reach the market is, from concept of the product to launch, six to nine months. Over the last five years, the segment has announced several new products and product features to the market in response to the evolving nature of the annuities market.
Individual Markets Life Insurance
Overview
The Life Insurance segment, with principal operations in Greensboro, North Carolina, and Hartford, Connecticut and additional operations in Concord, New Hampshire and Fort Wayne, Indiana, focuses on the creation and protection of wealth for its clients through the manufacturing of life insurance products. The Life Insurance segment offers wealth protection and transfer opportunities through term insurance, a linked-benefit product (which is a universal life insurance policy linked with riders that provide for long-term care costs) and both single and survivorship versions of universal life (UL) and variable universal life (VUL).
The Life Insurance segment primarily targets the affluent to high net worth markets, defined as households with at
least $250,000 of financial assets. For those individual policies we sold in 2007, the average face amount (excluding term and
MoneyGuard
®
) was $1 million and average first year
Products
The Life Insurance segment sells primarily interest/market-sensitive products (UL and VUL) and term products. The segments sales (in millions) were as follows:
For the Years Ended December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Universal Life: |
|||||||||
Excluding MoneyGuard ® |
$ | 597 | $ | 436 | $ | 192 | |||
MoneyGuard ® |
40 | 31 | 34 | ||||||
Total Universal Life |
637 | 467 | 226 | ||||||
Variable Universal Life |
77 | 61 | 42 | ||||||
Term/Whole Life |
32 | 43 | 36 | ||||||
Total sales |
$ | 746 | $ | 571 | $ | 304 | |||
UL and VUL sales represent target premium plus 5% of excess premium (including adjustments for internal replacements at 50%); whole life and term sales throughout the presentation represent 100% of first year paid premium; and linked-benefit sales represent 15% of premium deposits.
7
Due to some seasonality, we generally have higher sales in the second half of the year than in the first half of the year. Approximately 41% and 46% of total sales were in the first half of 2006 and 2005, with the remainder occurring in the second half of the year for the same periods. However in 2007, approximately 51% of total sales were in the first half of 2007 due to the transition of our product portfolio to the new UPP.
In addition, the following table shows life policies face amount in force (in millions):
As of December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Universal Life and other |
$ | 284,305 | $ | 267,228 | $ | 128,792 | |||
Term Insurance |
235,919 | 234,148 | 187,849 | ||||||
Total in-force face amount |
$ | 520,224 | $ | 501,376 | $ | 316,641 | |||
Mortality margins, morbidity margins (for linked-benefit products), investment margins (through spreads or fees), net expense charges (expense charges assessed to the contract holder less expenses incurred to manage the business) and surrender fees drive life insurance profits. Mortality margins represent the difference between amounts charged to the customer to cover the mortality risk and the actual cost of reinsurance and death benefits paid. Mortality charges are either specifically deducted from the contract holders policy account value (i.e. cost of insurance assessments or COIs) or are embedded in the premiums charged to the customer. In either case, these amounts are a function of the rates priced into the product and level of insurance in-force (less reserves previously set aside to fund benefits). Insurance in-force, in turn, is driven by sales, persistency, and mortality experience.
Similar to the annuity product classifications described above, life products can be classified as fixed or variable contracts. This classification describes whether we or the policy holders bear the investment risk of the assets supporting the policy. This also determines the manner in which we earn investment margin profits from these products, either as investment spreads for fixed products or as asset-based fees charged to variable products.
We offer four categories of life insurance products consisting of:
Interest-sensitive Life Insurance (primarily UL)
Interest-sensitive life insurance products provide life insurance with account (cash) values that earn rates of return based on company-declared interest rates. Contract holder account values are invested in our general account investment portfolio, so we bear the risk of investment performance. Some of our UL contracts include secondary guarantees, which are explained more fully later in the document.
In a UL contract, contract holders have flexibility in the timing and amount of premium payments and the amount of death benefit, provided there is sufficient account value to cover all policy charges for mortality and expenses for the coming period. Under certain contract holder options and market conditions, the death benefit amount may increase or decrease. Premiums received on a UL product, net of expense loads and charges, are added to the contract holders account value. The client has access to their account value (or a portion thereof) through contractual liquidity features such as loans, partial withdrawals, and full surrenders. Loans and withdrawals reduce the death benefit amount payable and are limited to certain contractual maximums (some of which are required under state law), and interest is charged on all loans. Our UL contracts assess surrender charges against the policies account values for full or partial face amount surrenders that occur during the contractual surrender charge period. Depending on the product selected, surrender charge periods can range from 0 to 20 years.
During 2007, we enhanced our fixed UL product offerings by introducing a fixed indexed universal life product. A fixed indexed UL product functions similarly to a traditional UL policy, with the added flexibility of allowing contract holders to have portions of their account value earn interest credits linked to the performance of the S&P 500 Index ® . The indexed interest rate is guaranteed never to be less than 1%. Our fixed indexed UL policy provides contract holders a choice of a traditional fixed rate account and several different indexed accounts. A contract holder may elect to change allocations annually for amounts in the indexed accounts and quarterly for new premiums into the policy. Prior to each new allocation we have the opportunity to re-price the indexed components, subject to minimum guarantees.
We manage investment margins (i.e. the difference between the amount the portfolio earns compared to the amount that is credited to the customer) by seeking to maximize current yields, in line with asset/liability and risk management targets, while crediting a competitive rate to the customer. Crediting rates are typically subject to guaranteed minimums specified in the underlying life insurance contract. Interest-sensitive life account values (including MoneyGuard ® and the fixed portion of VUL) were $23.2 billion, $21.9 billion and $11.8 billion as of December 31, 2007, 2006 and 2005, respectively.
8
Linked-Benefit Life Products
Linked-benefit products combine universal life insurance with long-term care insurance through the use of riders. The first rider allows the contract holder to accelerate death benefits on a tax-free basis in the event of a qualified long-term care need. The second rider extends the long-term care insurance benefits for an additional period of time if the death benefit is fully depleted for the purposes of long-term care. If the long-term care benefits are never used, the policy provides a tax-free death benefit to the contract holders heirs. Linked-benefit products generate earnings through investment, mortality and morbidity margins. Our linked-benefit product is called MoneyGuard ® .
VUL
VUL products are UL products that provide a return on account values linked to an underlying investment portfolio of sub-accounts offered through the product. The value of the contract holders account varies with the performance of the sub-accounts chosen by the contract holder. The underlying assets of the sub-accounts are managed within a special insurance series of mutual funds. Premiums, net of expense loads and charges for mortality and expenses, received on VUL products are invested according to the contract holders investment option selection. As the return on the investment portfolio increases or decreases, the account value of the variable universal life policy will increase or decrease. As with fixed UL products, contract holders have access, within contractual maximums, to account values through loans, withdrawals and surrenders. Surrender charges are assessed during the surrender charge period, ranging from 0 to 20 years depending on the product. The investment choices we offer in VUL products are the same, in most cases, as the investment choices offered in our individual variable annuity contracts.
In addition, VUL products offer a fixed account option that is managed by us. Investment risk is borne by the customer on all but the fixed account option. We charge fees for mortality costs and administrative expenses as well as asset-based investment management fees. VUL account values (excluding the fixed portion of VUL) were $5.0 billion, $4.6 billion and $2.2 billion as of December 31, 2007, 2006 and 2005, respectively.
As mentioned previously, we offer survivorship versions of our individual UL and VUL products. These products insure two lives with a single policy and pay death benefits upon the second death.
Sales results continue to be heavily influenced by the series of universal life products with secondary guarantees. A UL policy with a secondary guarantee can stay in force, even if the base policy account value is zero, as long as secondary guarantee requirements have been met. The secondary guarantee requirement is based on the evaluation of a reference value within the policy, calculated in a manner similar to the base policy account value, but using different assumptions as to expense charges, COI charges and credited interest. The assumptions for the secondary guarantee requirement are listed in the contract. As long as the contract holder funds the policy to a level that keeps this calculated reference value positive, the death benefit will be guaranteed. The reference value has no actual monetary value to the contract holder; it is only a calculated value used to determine whether or not the policy will lapse should the base policy account value be less than zero.
Unlike other guaranteed death benefit designs, our secondary guarantee benefits maintain the flexibility of a traditional UL policy, which allows a contract holder to take loans or withdrawals. Although loans and withdrawals are likely to shorten the time period of the guaranteed death benefit, the guarantee is not automatically or completely forfeited, as is sometimes the case with other death benefit guarantee designs. The length of the guarantee may be increased at any time through additional excess premium deposits. Secondary guarantee UL face amount in-force was $83.9 billion, $65.5 billion and $30.9 billion as of December 31, 2007, 2006 and 2005, respectively. For information on the reserving requirements for this business, see Regulatory below and Review of Consolidated Financial Condition in the MD&A.
During 2007, we expanded and enhanced our variable products by introducing a survivorship version of and enhancing our single life version of our secondary guarantee VUL products. These products combine the lapse protection elements of universal life with the upside potential of a traditional variable universal life product, giving clients the flexibility to choose the appropriate balance between protection and market risk that meets their individual needs. The combined single life and survivorship face amount in-force of these products was $4.0 billion, $2.9 billion and $1.8 billion as of December 31, 2007, 2006 and 2005, respectively.
Term Life Insurance
Term life insurance provides a fixed death benefit for a scheduled period of time. It usually does not offer cash values. Scheduled policy premiums are required to be paid at least annually. Products offering a Return of Premium benefit payable at the end of a specified period are also available.
9
Distribution
The Life Insurance segments products are sold through LFD. LFD provides the Life Insurance segment with access to financial intermediaries in the following primary distribution channels wire/regional firms, independent planner firms (including LFN), financial institutions and managing general agents/independent marketing organizations.
Competition
The life insurance industry is very competitive and consists of many companies with no one company dominating the market for all products. As of the end of 2006, the latest year for which data is available, there were 1,072 life insurance companies in the U.S., according to the American Council of Life Insurers.
The Life Insurance segment designs products specifically for the high-net-worth and affluent markets. In addition to the growth opportunity offered by its target market, our product breadth, design innovation, competitiveness, speed to market, customer service, underwriting and risk management and extensive distribution network all contribute to the strength of the Life Insurance segment. On average, the development of products takes approximately six months. The Life Insurance segment implemented several major product upgrades and/or new features, including important UL, VUL, linked-benefit and term product enhancements in 2007. With respect to customer service, management tracks the speed, accuracy and responsiveness of service to customers calls and transaction requests. Further, the Life Insurance segment tracks the turnaround time and quality for various client services such as processing of applications.
Underwriting
In the context of life insurance, underwriting is the process of evaluating medical and non-medical information about an individual and determining the effect these factors statistically have on life expectancy or mortality. This process of evaluation is often referred to as risk classification. Of course, no one can accurately predict how long any individual will live, but certain risk factors can affect life expectancy and are evaluated during the underwriting process.
Claims Administration
Claims services are delivered to customers from the Greensboro, North Carolina and Concord, New Hampshire home offices. Claims examiners are assigned to each claim notification based on coverage amount, type of claim and the experience of the examiner. Claims meeting certain criteria are referred to senior claim examiners. A formal quality assurance program is carried out to ensure the consistency and effectiveness of claims examining activities. A network of in-house legal counsel, compliance officers, medical personnel and an anti-fraud investigative unit also support claim examiners. A special team of claims examiners, in conjunction with claims management, focus on more complex claims matters such as long-term care claims, claims incurred during the contestable period, beneficiary disputes, litigated claims and the few invalid claims that are encountered.
The Life Insurance segment maintains a centralized claim service center in order to minimize the volume of clerical and repetitive administrative demands on its claims examiners while providing convenient service to policy owners and beneficiaries.
Overview
Lincoln Employer Markets offers and distributes a broad breadth of products focused on retirement income security through its Defined Contribution, Executive Benefits and Group Protection businesses. Lincoln Employer Markets was formed in 2006 to deliver retirement income security products and services that are focused on the needs of employers and their employees.
Although formed in 2006, Lincoln Employer Markets is well-established in the employer marketplace. As of December 31, 2007, Lincoln Employer Markets served approximately 60,000 plan sponsors and approximately 6 million plan participants.
The Employer Markets business provides its products through two key segments: Retirement Products and Group Protection. The Retirement Products segment includes two major lines of business:
|
The Defined Contribution business provides employer-sponsored fixed and variable annuities, mutual fund-based programs in the 401(k), 403(b) and 457 plan marketplaces through a wide range of intermediaries including advisors, consultants, brokers, banks, wirehouses, third-party administrators (TPAs) and individual planners. |
10
|
The Executive Benefits business offers corporate-owned universal and variable universal life insurance (COLI) and bank-owned universal and variable universal life insurance (BOLI) to small to mid-sized banks and mid to large-sized corporations, mostly through executive benefit brokers. |
The Group Protection segment focuses on offering group term life, disability income and dental insurance primarily in the small to mid-sized employer marketplace for their eligible employees.
Employer Markets Retirement Products
The Defined Contribution business is the largest business in this segment and focuses on 403(b) plans and 401(k) plans. Lincoln has a strong historical presence in the 403(b) space where assets account for about 61% of total assets under management in this segment as of December 31, 2007. The 401(k) business accounts for 51% of our new deposits as of December 31, 2007. The Retirement Products segments deposits (in millions) were as follows:
For the Years Ended December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Variable portion of variable annuity |
$ | 2,355 | $ | 2,525 | $ | 2,254 | |||
Fixed portion of variable annuity |
351 | 441 | 520 | ||||||
Total variable annuity |
2,706 | 2,966 | 2,774 | ||||||
Fixed annuity |
754 | 506 | 563 | ||||||
Alliance Mutual Fund |
2,090 | 1,113 | 1,066 | ||||||
Total annuity and Alliance |
5,550 | 4,585 | 4,403 | ||||||
COLI and BOLI |
303 | 267 | 210 | ||||||
Total deposits |
$ | 5,853 | $ | 4,852 | $ | 4,613 | |||
Retirement Products Defined Contribution
Products
Employer Markets currently offers four primary products to the employer-sponsored market: Lincoln American Legacy Retirement SM , LINCOLN DIRECTOR SM , LINCOLN ALLIANCE ® and Multi-Fund ® . Lincoln American Legacy Retirement SM , LINCOLN DIRECTOR SM and Multi-Fund ® products are group variable annuities. LINCOLN ALLIANCE ® is a mutual fund-based product. These products cover both the 403(b) and 401(k) marketplace. Both 403(b) and 401(k) plans are tax-deferred, defined contribution plans offered to employees of an entity to enable them to save for retirement. The 403(b) plans are available to employees of educational institutions and certain non-profit entities, while 401(k) plans are generally available to employees of for-profit entities. The investment options for our annuities encompass the spectrum of asset classes with varying levels of risk and include both equity and fixed income. As of December 31, 2007, healthcare clients accounted for 43% of account values for these products.
The Lincoln American Legacy Retirement SM variable annuity, launched in the third quarter of 2006, offers 51 investment options with 10 fund families, 20 of which are American Funds ® options. This product is focused on the micro to small corporate 401(k) market. LALR account values were $49 million as of December 31, 2007.
LINCOLN DIRECTOR SM is a defined contribution retirement plan solution available to businesses of all sizes, but focused on micro- to small-sized corporations, generally with five to 200 lives. Funded through a Lincoln National Life Insurance Company (LNL) group variable annuity contract, LINCOLN DIRECTOR SM offers participants 60 investment options from 15 fund families. In New York, Lincoln Life & Annuity Company of New York (LLANY) underwrites the annuity contracts, and these contracts offer 57 investment options from 16 fund families. LINCOLN DIRECTOR SM has the option of being serviced through a third-party administrator or fully serviced by Lincoln. The Employer Markets Defined Contribution segment earns advisory fees, investment income, surrender charges and recordkeeping fees from this product. Account values for LINCOLN DIRECTOR SM were $7.7 billion, $7.5 billion and $6.5 billion as of December 31, 2007, 2006 and 2005, respectively. Deposits for LINCOLN DIRECTOR SM were $1.5 billion, $1.7 billion and $1.6 billion as of December 31, 2007, 2006 and 2005, respectively.
The LINCOLN ALLIANCE ® program, with an open architecture platform, bundles our traditional fixed annuity products with the employers choice of retail mutual funds, along with recordkeeping and customized employee education components. We earn fees for the services we provide to mutual fund accounts and investment margins on fixed annuities of LINCOLN ALLIANCE ® program accounts. The retail mutual funds associated with this program are not included in the separate accounts reported on our Consolidated Balance Sheets. This program is customized for each employer. The target market is primarily education and
11
healthcare. LINCOLN ALLIANCE ® program account values were $9.5 billion, $7.0 billion and $5.3 billion as of December 31, 2007, 2006 and 2005, respectively. Multi-Fund ® Variable Annuity is a defined contribution retirement plan solution with full-bundled administrative services, experienced retirement consultants and high quality investment choices marketed to small- to mid-sized healthcare, education, governmental and not-for-profit plans. The product can be sold either to the employer through the Multi-Fund ® Group Variable Annuity contract, or directly to the individual through the Multi-Fund ® Select Variable Annuity contract. Funded through an LNL variable annuity contract, Multi-Fund ® Variable Annuity offers participants 42 investment options from 9 fund families across a variety of asset classes. Included in the product offering is Lincoln Financials LIFESPAN ® learning program, which provides participants with educational materials and one-on-one guidance for retirement planning assistance. We earn advisory fees, investment income, surrender charges and recordkeeping and administrative fees from this product. The Multi-Fund ® Variable Annuity is currently not available in New York. Account values for the Multi-Fund ® Variable Annuity were $13.3 billion, $13.5 billion and $12.9 billion as of December 31, 2007, 2006 and 2005, respectively. Multi-Fund ® program deposits represented 17%, 20% and 22% of the segments deposits in 2007, 2006 and 2005, respectively.
Retirement Products - Executive Benefits
Products
Through the Executive Benefits business, we offer COLI and BOLI products. COLI and BOLI are typically purchased by corporations and banks on the lives of their employees, with the corporation or bank or a trust sponsored by the corporation or bank named as a beneficiary under the policy, for the purpose of funding various employee benefit plans, including non-qualified deferred compensation plans.
We offer a portfolio of both fixed UL and VUL COLI products sold primarily through specialty brokers. COLI and BOLI account values were $4.4 billion, $4.3 billion and $1.3 billion as of December 31, 2007, 2006 and 2005, respectively.
This segment also includes a closed-block of pension business in the form of group annuity and insured funding-type of contracts with assets under management of approximately $2.1 billion as of December 31, 2007. This block is currently in run-off.
Distribution
Defined Contribution has its own distribution force consisting of 80 internal and external wholesalers (including sales managers). The wholesalers distribute the Defined Contribution products through advisors, consultants, banks, wirehouses, TPAs and individual planners. Multi-Fund ® is sold primarily through advisors to 403(b) plans in the healthcare and education markets. The LINCOLN ALLIANCE ® program is sold primarily through consultants and advisors to 403(b) and 401(k) plans in the mid to large healthcare and corporate markets. Lincoln American Legacy Retirement SM and LINCOLN DIRECTOR SM are sold primarily through banks, wirehouses, TPAs and individual planners to 401(k) plans in the micro to small corporate market. In October 2006, Employer Markets terminated its contract with the primary third-party wholesaler of the LINCOLN DIRECTOR SM product. Although this termination did not have a material adverse effect on the Retirement Products segments results of operations, we have experienced a disruption in deposits and outflows of business as a result. However, we expect that in the long-term the benefits associated with our investment in a new wholesaling force will outweigh the consequences of terminating our third-party wholesaling relationship.
The distribution of Executive Benefit products are dominated by 15 intermediaries who specialize in the executive benefits market. We serve this group through a network of internal and external sales professionals.
Competition
The Retirement Products marketplace is very competitive and is comprised of many providers, with no one company dominating the market for all products. The Retirement Products area competes with numerous other financial services companies. The main factors upon which entities in this market compete are wholesaling, investment performance, cost, product features, speed to market, brand recognition, financial strength ratings, distribution channel access, crediting rates and client service.
Employer Markets Group Protection
Overview
The Group Protection segment offers group non-medical insurance products, principally term life, disability and dental, to the employer marketplace through various forms of contributory and noncontributory plans. Most of the segments group contracts are sold to employers with fewer than 500 employees.
12
The Group Protection segment was added as a result of the merger with Jefferson-Pilot and was previously known as Benefit Partners. Accordingly, the insurance premium product line data (in millions) for this segment, provided in the following table, only include nine months during 2006:
For the Years Ended December 31, | ||||||
2007 | 2006 | |||||
Life |
$ | 494 | $ | 334 | ||
Disability |
601 | 407 | ||||
Dental |
136 | 95 | ||||
Total non-medical |
1,231 | 836 | ||||
Medical |
149 | 113 | ||||
Total insurance premiums |
$ | 1,380 | $ | 949 | ||
Products
Group Life Insurance
We offer employer-sponsored group term life insurance products including basic, optional and voluntary term life insurance to employees and their dependents. Additional benefits may be provided in the event of a covered individuals accidental death or dismemberment.
Group Disability Insurance
We offer short- and long-term employer-sponsored group disability insurance, which protects an employee against loss of wages due to illness or injury. Short-term disability generally provides benefits for up to 26 weeks following a short waiting period, ranging from one to 30 days. Long-term disability provides benefits following a longer waiting period, usually between 30 and 180 days and provides benefits for a longer period, at least two years and typically extending to normal (Social Security) retirement age.
Group Dental
We offer employer-sponsored group dental insurance, which covers a portion of the cost of eligible dental procedures for employees and their dependents. Products offered include indemnity coverage, which does not distinguish benefits based on a dental providers participation in a network arrangement, and a Preferred Provider Organization (PPO) product that does reflect the dental providers participation in the PPO network arrangement, including agreement with network fee schedules.
Distribution
The segments products are marketed primarily through a national distribution system of 27 regional group offices. These offices develop business through employee benefit brokers, third-party administrators and other employee benefit firms.
Competition
The Group Protection marketplace is very competitive. Principal competitive factors include particular product features, price, quality of customer service and claims management, technological capabilities, financial strength and claims-paying ratings. In the group insurance market, the Group Protection segment competes with a limited number of major companies and selected other companies that focus on these products.
Underwriting
The Group Protection segments underwriters evaluate the risk characteristics of each employee group. Generally, the relevant characteristics evaluated include employee census information (such as age, gender, income and occupation), employer industry classification, geographic location, benefit design elements and other factors. The segment employs detailed underwriting policies, guidelines and procedures designed to assist the underwriter to properly assess and quantify risks. The segment uses technology to efficiently review, price and issue smaller cases, utilizing its underwriting staff on larger, more complex cases. Individual underwriting techniques (including evaluation of individual medical history information) may be used on certain covered individuals selecting larger benefit amounts. For voluntary and other forms of employee paid coverages, minimum participation requirements are used to obtain a better spread of risk and minimize the risk of anti-selection.
13
Claims Administration
Claims for the Group Protection segment are managed by a staff of experienced claim specialists. Disability claims management is especially important to segment results, as results depend on both the incidence and the length of approved disability claims. The segment employs nurses and rehabilitation specialists to help evaluate medical conditions and develop return to work plans. Independent medical reviews are routinely performed by external medical professionals to further evaluate conditions as part of the claim management process.
Overview
The Investment Management segment, with principal operations in Philadelphia, Pennsylvania, provides investment products and services to both individual and institutional investors through Delaware Management Holdings, Inc. and its affiliates, (Delaware Investments). Delaware Investments offers a broad line of mutual funds and other investment products to retail investors (including managed accounts).
Delaware Investments also offers investment advisory services and products to institutional clients, such as corporate and public retirement plans, endowments and foundations, nuclear decommissioning trusts, sub-advisory clients and Taft-Hartley plans, and includes mutual funds offered by non-Delaware Investments entities for which Delaware Investments acts as a sub-advisor. As of December 31, 2007, Delaware Investments served as investment advisor to approximately 200 institutional accounts, acted as investment manager and performed additional services for approximately 95 open-end funds and for 7 closed-end funds. The Investment Management segment also provides investment advisory services for our corporate and general insurance portfolios, including separate accounts and mutual funds, and acts as investment advisor to collateralized debt obligations.
Products
Investment Management products include U.S. and international equity and fixed-income retail mutual funds, institutional separate accounts, institutional mutual funds, managed accounts, as well as administration services for some of these products.
The Investment Management segments assets under management (including assets under administration) (in millions) were as follows:
As of December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Retail equity |
$ | 31,598 | $ | 31,705 | $ | 25,202 | |||
Retail fixed |
10,801 | 8,790 | 7,766 | ||||||
Total retail |
42,399 | 40,495 | 32,968 | ||||||
Institutional equity |
21,732 | 21,957 | 18,755 | ||||||
Institutional fixed (1) |
11,526 | 21,105 | 13,079 | ||||||
Total institutional |
33,258 | 43,062 | 31,834 | ||||||
Inter-segment assets |
77,117 | 81,186 | 55,917 | ||||||
Total assets under management |
$ | 152,774 | $ | 164,743 | $ | 120,719 | |||
Total sub-advised assets, included above (2) |
$ | 20,789 | $ | 22,671 | $ | 20,503 | |||
(1) |
In the fourth quarter of 2007, the Investment Management segment sold a portion of our institutional fixed-income business to an unaffiliated investment management company. |
(2) |
Effective May 1, 2007, the investment advisory role for the Lincoln Variable Insurance Trust, a product within our Employer Markets business, transitioned from Investment Management to another internal advisor. In the role of investment advisor, Investment Management provided investment performance and compliance oversight on third-party investment managers in exchange for a fee. Investment Management will continue to manage certain of the assets as a sub-advisor. As a result of this change, the Investment Management assets under management decreased by $3.2 billion, with a corresponding reduction in investment advisory fees inter-segment and associated expenses. |
14
Retail Products and Services
The Investment Management segment offers various retail products including mutual funds to individual investors, as well as investment services to high net worth and small institutional investors through managed accounts. The retail assets under management were $42.4 billion, $40.5 billion and $33.0 billion as of December 31, 2007, 2006 and 2005, respectively. These assets include $16.2 billion, $18.0 billion and $15.4 billion of sub-advised assets as of December 31, 2007, 2006 and 2005, respectively. We pay fees to the third party sub-advisors to manage the assets.
As of December 31, 2007, the Investment Management segment, through Delaware Investments, offered 42 open-end retail mutual funds to suit an array of investment needs. Delaware Investments mutual funds are grouped by asset class, with each investment management team focused on a specific investment discipline. This structure of distinct investment teams allows for a style-specific research effort tailored for each asset class. The mutual funds are owned by the shareholders of those funds and not by Delaware Investments. Delaware Investments manages the funds pursuant to an agreement with the separate funds boards. Accordingly, the mutual fund assets and liabilities, as well as related investment returns, are not reflected in our consolidated financial statements. Instead, Delaware Investments earns fees for providing the management and other services to the funds.
Delaware Investments manages both open-end and closed-end funds. An open-end mutual fund does not have a fixed number of shares and will normally offer as many shares as investors are willing to buy. Investors sell their shares by requesting the fund to redeem the shares. The open-end funds are available with various pricing structures, such as A-class with a front end sales charge, B-class and C-class with a contingent deferred sales charge as well as R-class and Institutional class, which are sold without a front end or contingent deferred sales charge and are designed for certain retirement plans and/or institutional investors. A-, B-, C- and R-classes are generally subject to Rule 12b-1 fees. A closed-end fund offers a fixed number of shares and is usually sold through a brokerage firm. After the initial offering, shares normally trade on a major stock exchange. During 2007, Investment Management closed three funds: the VIP Global Bond fund, which was liquidated in February 2007; the Tax Free Minnesota Insured fund, which merged into the Tax Free Minnesota fund in April 2007; and the Tax Free Florida Insured fund, which merged into the Tax Free USA fund in July 2007. In addition, Investment Management launched a new closed-end fund, the Delaware Enhanced Global Dividend and Income Fund, which combines domestic and international stocks, real estate investment trusts and debt securities for investors seeking diversification and high current income.
The Investment Management segment also provides investment advisory services to clients through separately managed accounts, commonly referred to as wrap accounts. These products are offered by a sponsor, typically a broker-dealer, to higher net worth individuals with a minimum investment of approximately $250,000. During 2006, the Investment Management segment closed the International American Depository Receipt (ADR) separately managed account product, which is sub-advised by Mondrian, and the Delaware Large Cap Growth Equity separately managed account to new investors. An ADR is a security that trades in the U.S. but represents a specified number of shares in a foreign corporation. ADRs are bought and sold on U.S. markets just like traditional stocks and are issued or sponsored in the U.S. by a bank or brokerage firm.
Institutional Products and Services
For institutional clients, the Investment Management segment offers Delaware Pooled Trust and institutional separate accounts and manages collaterized debt obligations (CDOs). Institutional assets under management were $33.3 billion, $43.1 billion and $31.8 billion as of December 31, 2007, 2006 and 2005, respectively.
Delaware Pooled Trust is a registered investment company which offers a series of mutual funds managed in styles that are similar to institutional separate account offerings and are best suited for smaller to medium-sized institutional investment mandates. Delaware Pooled Trusts minimum initial investment is typically $1 million. The funds included in Delaware Pooled Trust are offered without a sales charge directly through Delaware Investments institutional marketing and client services group.
The Investment Management segment provides investment advisory services through individually managed accounts to a broad range of institutional clients, such as corporate and public retirement plans, endowments and foundations, nuclear decommissioning trusts, sub-advisory clients and Taft-Hartley plans, among others. Included among sub-advisory clients are mutual funds and other commingled vehicles offered by institutional parties. Most clients utilize individually managed separate accounts, which means clients have the opportunity to customize the management of their portfolio by including or excluding certain types of securities, sectors or segments within a given asset class. Because of their individually managed nature, these separate accounts are best suited for larger investment mandates. Currently, the minimum account size is typically $25 million for U.S. investments.
The Investment Management segment also provides investment advisory services for CDOs. CDOs are pools of debt instruments that are securitized and sold to investors through a sponsor, typically an investment bank. The Investment Management segment does not invest in these securities but provides investment advisory services at a fee. As of December 31, 2007, the Investment Management segment provided advisory services for $6.1 billion of CDOs.
15
As stated in Acquisition and Dispositions above, on October 31, 2007, we completed the sale with an unaffiliated investment management company involving certain members of our fixed income team and related institutional taxable fixed income business.
The Investment Management segment also provides investment management services for LNCs general account assets for which it earns advisory revenue.
Distribution
The businesses in the Investment Management segment deliver their broad range of products through multiple distribution channels, enabling them to reach an expanding community of retail and institutional investors. Investment Management distributes retail mutual funds and managed accounts through intermediaries, including LFN, which are serviced by the LFD wholesaling distribution network. Delaware Distributors, L.P. is the principal underwriter for the Delaware Investments mutual funds and serves as a liaison between the funds and LFD.
Delaware Investments institutional marketing group, working closely with manager selection consultants, markets substantially all of the institutional products.
Competition
The Investment Management segment primarily competes with mutual fund complexes that are broker sold, and other asset managers offering managed accounts, institutional accounts and sub-advisory services. Competitive factors impacting the Investment Management segment include investment performance, breadth of investment styles offered, distribution capabilities and customer service.
Investment performance is a key driver of the Investment Management segments ability to attract new sales, retain existing assets and improve net flows. The following table summarizes the performance of institutional and managed accounts composites relative to their respective benchmarks for the one-, three- and five-year periods ended December 31, 2007.
One Year | Three Year | Five Year | ||||
Number of institutional composites outperforming their respective benchmarks (1) |
4 of 8 | 4 of 8 | 3 of 7 | |||
Number of managed account styles outperforming their respective benchmarks (2) |
4 of 7 | 4 of 5 | 2 of 5 |
(1) |
Represents the largest composites based on assets under management. The returns for these composites are Global Investment Performance Standards compliant and the benchmarks are industry standards. |
(2) |
Represents Delaware Investments managed account styles that have associated benchmarks for the respective length of time. |
Delaware Investments closely monitors the relative performance of individual funds. Fund performance is compared to a benchmark group of peer funds that have similar investment characteristics and objectives. Performance in various key categories, as reported to Lipper, one of the leading providers of mutual fund research, is used by Delaware Investments in measuring its funds performance. The following table summarizes the performance for the 25 largest mutual funds and for all of the mutual funds in the Delaware Investments family of funds for the one-, three- and five-year periods ended December 31, 2007.
One Year | Three Year | Five Year | ||||
Number of Funds out of Delaware's top 25 retail mutual funds in top half of their Lipper category (1) |
9 of 25 | 13 of 25 | 14 of 25 | |||
Number of all retail mutual funds in top half of their Lipper category (1) |
13 of 42 | 24 of 42 | 25 of 41 |
(1) |
For these purposes, Delaware Investments family of funds does not include variable insurance product funds or mutual funds managed by Delaware Investments for certain of our affiliates or other third parties. |
16
Overview
Lincoln UK is headquartered in Barnwood, Gloucester, England, and is licensed to do business throughout the United Kingdom (U.K.). Lincoln UK is primarily focused on protecting and enhancing the value of its existing customer base. The segment accepts new deposits on the existing block of business and markets a limited range of new products.
Beginning in 2006 and continuing into 2007, Lincoln UK began participating in our overall Retirement Income Security Venture initiative and we have now introduced retirement income product solutions into the U.K. marketplace. Lincoln UKs product portfolio principally consists of unit-linked life and pension products, which are similar to U.S. produced variable life and annuity products, where the risk associated with the underlying investments is borne by the contract holders. These products have largely been issued to individuals, and benefits, premium levels and charges can often be varied within limits. Certain contract holders have chosen to contract out of the State Second Pension through a Lincoln personal pension arrangement. Lincoln UK receives rebate premiums from the government for those contract holders. These rebates are reported as deposits and as such only the fees earned by Lincoln UK are reported as revenue.
The Lincoln UK segments product revenues (in millions) were as follows:
For the Years Ended December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Life products |
$ | 121 | $ | 95 | $ | 142 | |||
Pension products |
160 | 131 | 88 | ||||||
Other products |
8 | 11 | 10 | ||||||
Total product revenues |
$ | 289 | $ | 237 | $ | 240 | |||
Product revenues include premiums, fees and assessments for Lincoln UKs products.
Our subsidiary in the U.K. has its balance sheets and income statements translated at the current spot exchange rate as of the year-end and average spot exchange rate for the year, respectively.
Lincoln UK has an evergreen agreement to outsource its customer service and policy administration functions to Capita Life & Pensions Services Limited, a subsidiary of Capita Group Plc (Capita). The purpose of the outsourcing is to reduce the operational risk and variability of future costs associated with administering the business by taking advantage of Capitas proven expertise in providing outsourcing solutions to a variety of industries including insurance companies. To date, the relationship has provided the segment with results in line with expectations.
Overview
Other Operations includes the financial data for operations that are not directly related to the business segments, unallocated corporate items (such as investment income on investments related to the amount of statutory surplus in our insurance subsidiaries that is not allocated to our business units and other corporate investments, interest expense on short-term and long-term borrowings and certain expenses, including restructuring and merger-related expenses), along with the ongoing amortization of deferred gain on the indemnity reinsurance portion of the transaction with Swiss Re. Other Operations also includes the eliminations of intercompany transactions and the inter-segment elimination of the investment advisory fees for asset management services the Investment Management segment provides to Individual Markets and Employer Markets. In addition, as a result of our agreements dated as of November 12, 2007, we executed plans to divest our television broadcasting, sports programming and Charlotte radio stations, and accordingly, we have reported the results of these businesses as discontinued operations. Consequently, we no longer have the Lincoln Financial Media segment and now report our remaining media operations within Other Operations.
17
Revenues (in millions) from Other Operations were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Insurance premiums |
$ | 2 | $ | 5 | $ | 1 | ||||||
Net investment income |
192 | 225 | 203 | |||||||||
Amortization of deferred gain on indemnity reinsurance |
74 | 75 | 76 | |||||||||
Communications revenue (net) |
107 | 85 | | |||||||||
Other revenues and fees |
(7 | ) | (10 | ) | (6 | ) | ||||||
Inter-segment elimination of investment advisory fees |
(87 | ) | (97 | ) | (99 | ) | ||||||
Total operating revenues |
$ | 281 | $ | 283 | $ | 175 | ||||||
We follow the industry practice of reinsuring a portion of our life insurance and annuity risks with unaffiliated reinsurers. In a reinsurance transaction, a reinsurer agrees to indemnify another insurer for part or all of its liability under a policy or policies it has issued for an agreed upon premium. We use reinsurance to protect our insurance subsidiaries against the severity of losses on individual claims and unusually serious occurrences in which a number of claims produce an aggregate extraordinary loss. We also use reinsurance to improve our results by leveraging favorable reinsurance pricing. Although reinsurance does not discharge the insurance subsidiaries from their primary liabilities to their contract holders for losses insured under the insurance policies, it does make the assuming reinsurer liable to the insurance subsidiaries for the reinsured portion of the risk.
We reinsure approximately 45% to 50% of the mortality risk on newly issued non-term life insurance contracts and approximately 40% to 45% of total mortality risk including term insurance contracts. Our policy for this program is to retain no more than $10 million on a single insured life issued on fixed and variable universal life insurance contracts. Additionally, the retention per single insured life for term life insurance and for COLI is $2 million for each type of insurance.
On July 31, 2007, we entered into a reinsurance arrangement with Swiss Re covering Lincoln SmartSecurity ® Advantage, our rider related to our Individual Markets variable annuity products. This is the first time we have entered into a third-party reinsurance agreement related to our variable annuity business. Swiss Re is providing 50% quota share coinsurance of our lifetime guaranteed minimum withdrawal benefit, Lincoln SmartSecurity ® Advantage, for business written in 2007 and 2008, up to a total of $3.8 billion in deposits. As of December 31, 2007, we had remaining capacity of $2.2 billion. We will retain 100% of the base variable annuity contracts. This reinsurance agreement strengthens and diversifies our enterprise risk management platform and expands our capacity with regard to retirement income security products.
Portions of our deferred annuity business have been reinsured on a modified coinsurance (Modco) basis with other companies to limit our exposure to interest rate risks. In a Modco program, the reinsurer shares proportionally in all financial terms of the reinsured policies (i.e. premiums, expenses, claims, etc.) based on their respective quota share of the risk.
In addition, we acquire other reinsurance to cover products other than as discussed above with retentions and limits that management believes are appropriate for the circumstances.
For more information regarding reinsurance, see Reinsurance in the MD&A and Note 8. For risks involving reinsurance, see Item 1A. Risk Factors.
The applicable insurance laws under which insurance companies operate require that they report, as liabilities, policy reserves to meet future obligations on their outstanding policies. These reserves are the amounts that, with the additional premiums to be received and interest thereon compounded annually at certain assumed rates, are calculated to be sufficient to meet the various policy and contract obligations as they mature. These laws specify that the reserves shall not be less than reserves calculated using certain specified mortality and morbidity tables, interest rates and methods of valuation.
The reserves reported in our financial statements contained herein are calculated based on GAAP and differ from those specified by the laws of the various states and carried in the statutory financial statements of the life insurance subsidiaries. These differences arise from the use of mortality and morbidity tables, interest, persistency and other assumptions which are believed to be more representative of the expected experience for these policies than those required for statutory accounting purposes and
18
from differences in actuarial reserving methods. See Regulatory below for information on proposed regulations that may impact the amount of statutory reserves necessary to support our current insurance liabilities.
The assumptions on which reserves are based are intended to represent an estimation of experience for the period that policy benefits are payable. If actual experience is not less favorable than the reserve assumptions, then reserves should be adequate to provide for future benefits and expenses. If experience is less favorable than the reserve assumptions, additional reserves may be required. The key experience assumptions include mortality rates, policy persistency and interest rates. We periodically review our experience and update our policy reserves for new issues and reserve for all claims incurred as we believe appropriate.
For risks related to reserves, see Item 1A. Risk Factors.
An important component of our financial results is the return on invested assets. Our investment strategy is to balance the need for current income with prudent risk management, with an emphasis on generating sufficient current income to meet our obligations. This approach requires the evaluation of risk and expected return of each asset class utilized, while still meeting our income objectives. This approach also permits us to be more effective in our asset-liability management, since decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities. Investments by our insurance subsidiaries must comply with the insurance laws and regulations of the states of domicile.
We do not use derivatives for speculative purposes. Derivatives are used for hedging purposes and income generation. Hedging strategies are employed for a number of reasons including, but not limited to, hedging certain portions of our exposure to changes in our GMDB, GMWB and GIB liabilities, interest rate fluctuations, the widening of bond yield spreads over comparable maturity U.S. Government obligations, and credit, foreign exchange and equity risks. Income generation strategies include credit default swaps through replication synthetic asset transactions. These derivatives synthetically create exposure in the general account to corporate debt, similar to investing in the credit markets. Our investment portfolio does not contain any significant concentrations in single issuers. In addition, we do not have a significant concentration of investments in any single industry segment; no single segment comprised more than 10% of invested assets as of December 31, 2007.
For additional information on our investments, including carrying values by category, quality ratings and net investment income, see Consolidated Investments in the MD&A, as well as Notes 1 and 4.
The Nationally Recognized Statistical Ratings Organizations rate the financial strength of our principal insurance subsidiaries and the debt of LNC. Ratings are not recommendations to buy our securities.
Rating agencies rate insurance companies based on financial strength and the ability to pay claims, factors more relevant to contract holders than investors. We believe that the ratings assigned by nationally recognized, independent rating agencies are material to our operations. There may be other rating agencies that also rate our securities, which we do not disclose in our reports.
Insurer Financial Strength Ratings
The insurer financial strength rating scales of A.M. Best, Fitch Ratings (Fitch), Moodys Investors Service (Moodys) and Standard & Poors (S&P) are characterized as follows:
|
A.M. Best A++ to S |
|
Fitch AAA to D |
|
Moodys Aaa to C |
|
S&P AAA to R |
19
As of January 31, 2008, the financial strength ratings of our principal insurance subsidiaries, as published by the principal rating agencies that rate our securities, or us, were as follows:
A.M. Best |
Fitch |
Moodys |
S&P |
|||||
LNL |
A+ (2 nd of 16) |
AA (3 rd of 24) |
Aa3 (4 th of 21) |
AA (3 rd of 21) |
||||
LLANY |
A+ (2 nd of 16) |
AA (3 rd of 24) |
Aa3 (4 th of 21) |
AA (3 rd of 21) |
||||
First Penn-Pacific Life Insurance Company (FPP) |
A+ (2 nd of 16) |
AA (3 rd of 24) |
A1 (5 th of 21) |
AA- (4 th of 21) |
The A.M. Best, Fitch and Moodys ratings above have a stable outlook. The S&P ratings have a positive outlook for LNL and LLANY.
A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our competitive position in the insurance industry and make it more difficult for us to market our products as potential customers may select companies with higher financial strength ratings.
Debt Ratings
The long-term credit rating scales of A.M. Best, Fitch, Moodys and S&P are characterized as follows:
|
A.M. Best aaa to d |
|
Fitch AAA to D |
|
Moodys Aaa to C |
|
S&P AAA to D |
As of January 31, 2008, our long-term credit ratings, as published by the principal rating agencies that rate our long-term credit, were as follows:
A. M. Best | a | (6th of 22) | ||||
Fitch | A | (6th of 24) | ||||
Moody's | A3 | (7th of 21) | ||||
S&P | A+ | (5th of 22) |
The short-term credit rating scales of A.M. Best, Fitch Ratings, Moodys and S&P are characterized as follows:
|
A.M. Best AMB-1+ to d |
|
Fitch F1 to D |
|
Moodys P-1 to NP |
|
S&P- A-1 to D |
As of January 31, 2008, our short-term credit ratings, as published by the principal rating agencies that rate our short-term credit, were as follows:
A. M. Best | AMB-1 | (2nd of 6) | ||||
Fitch | F1 | (1st of 6) | ||||
Moody's | P-2 | (2nd of 4) | ||||
S&P | A-1 | (2nd of 6) |
A downgrade of our debt ratings could affect our ability to raise additional debt with terms and conditions similar to our current debt, and accordingly, likely increase our cost of capital. In addition, a downgrade of these ratings could make it more difficult to raise capital to refinance any maturing debt obligations, to support business growth at our insurance subsidiaries and to maintain or improve the current financial strength ratings of our principal insurance subsidiaries described above.
All of our ratings are subject to revision or withdrawal at any time by the rating agencies, and therefore, no assurance can be given that our principal insurance subsidiaries or that LNC can maintain these ratings. Each rating should be evaluated independently of any other rating.
20
General
Our insurance subsidiaries, like other insurance companies, are subject to regulation and supervision by the states, territories and countries in which they are licensed to do business. The extent of such regulation varies, but generally has its source in statutes that delegate regulatory, supervisory and administrative authority to supervisory agencies. In the U.S., this power is vested in state insurance departments.
In supervising and regulating insurance companies, state insurance departments, charged primarily with protecting contract holders and the public rather than investors, enjoy broad authority and discretion in applying applicable insurance laws and regulation for that purpose. Our principal insurance subsidiaries are domiciled in the following states:
Insurance Subsidiary |
State of Domicile |
|
LNL | Indiana | |
LLANY | New York | |
FPP | Indiana |
During 2007, we merged our Jefferson-Pilot Life Insurance Company subsidiary, domiciled in North Carolina, and our Jefferson-Pilot Financial Insurance Company subsidiary, domiciled in Nebraska, with and into LNL. Also, in 2007, we redomiciled our Jefferson-Pilot LifeAmerica Insurance Company subsidiary from New Jersey to New York, and merged our New York domiciled company subsidiary, LLANY, with and into it. We renamed the merged entity LLANY. LLANY is a wholly owned subsidiary of LNL. Finally, as of October 1, 2007, LNL voluntarily withdrew as an accredited reinsurer from the state of New York.
The insurance departments of the domiciliary states exercise principal regulatory jurisdiction over our insurance subsidiaries. The extent of regulation by the states varies, but in general, most jurisdictions have laws and regulations governing standards of solvency, adequacy of reserves, reinsurance, capital adequacy, licensing of companies and agents to transact business, prescribing and approving policy forms, regulating premium rates for some lines of business, prescribing the form and content of financial statements and reports, regulating the type and amount of investments permitted and standards of business conduct. Insurance company regulation is discussed further under Insurance Holding Company Regulation and Restrictions on Subsidiaries Dividends and Other Payments.
A new statutory reserving standard (commonly called VACARVM) is being developed by the National Association of Insurance Commissioners (NAIC) replacing current statutory reserve practices for variable annuities with guaranteed benefits, such as GMWBs. The timing for adoption of VACARVM is anticipated to occur sometime in 2008, with an effective date of December 31, 2008. Because the NAIC has not determined the final version of VACARVM, we cannot estimate the ultimate impact that VACARVM will have on our liquidity and capital resources. However, in its current draft form, VACARVM has the potential to require statutory reserves well in excess of current levels for certain variable annuity riders sold by us. We plan to utilize existing captive reinsurance structures, as well as pursue additional third-party reinsurance arrangements, to lessen any negative impact on statutory capital and dividend capacity in our life insurance subsidiaries. However, additional statutory reserves could lead to lower risk-based capital ratios and potentially reduce future dividend capacity from our insurance subsidiaries. For more information on VACARVM and our use of captive reinsurance structures, see Review of Consolidated Financial Condition Liquidity and Capital Resources in the MD&A.
The U.S. federal government does not directly regulate the insurance industry; however, federal initiatives from time to time can impact the insurance industry. In June 2001, the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) was enacted. EGTRRA contains provisions that have and will continue, near term, to significantly lower individual tax rates. These may have the effect of reducing the benefits of tax deferral on the inside build-up of annuities and life insurance products. EGTRRA also includes provisions that will eliminate, over time, the estate, gift and generation-skipping taxes and partially eliminates the step-up in basis rule applicable to property held in a decedents estate. Some of these changes might hinder our sales and result in the increased surrender of insurance and annuity products. These provisions expire after 2010, unless extended.
In May 2003, the Jobs and Growth Tax Relief Reconciliation Act of 2003 (JGTRRA) was enacted. Individual taxpayers are the principal beneficiaries of JGTRRA, which includes an acceleration of certain of the income tax rate reductions enacted originally under EGTRRA, as well as capital gains and dividend tax rate reductions. On May 17, 2006, the Tax Increase Prevention and Reconciliation Act of 2006 (TIPRA) was signed into law. TIPRA extends the lower capital gains and dividends rates through the end of 2010. Although most of these rate reductions expire after 2010, these reductions have the effect of reducing the benefits of tax deferral on the build-up of value of annuities and life insurance products. Like the EGTRRA changes, the JGTRRA changes may hinder our sales and result in increased surrender of insurance and annuity products.
On October 22, 2004, President Bush signed into law the American Jobs Creation Act of 2004 (AJCA), which includes provisions affecting non-qualified deferred compensation plans that may make such plans more complicated for employers
21
depending on final tax rules and regulations. Because our COLI products are often used to support such deferred compensation liabilities, the AJCA may constrain sales of our COLI products.
In February 2007, bills were introduced in Congress to provide tax incentives designed to encourage individuals to invest their after-tax income in retirement vehicles, such as annuities, that provide guaranteed lifetime income. Under the proposal, individuals would not pay federal taxes on one-half of the income generated by annuities that make lifetime payments up to an annual limit of $20,000. If this bill is enacted into law, we believe that it would have a favorable impact on our annuity business.
In February 2008, the Bush Administration proposed that many of the temporary rate reductions from EGTRRA and the JGTRRA be made permanent. The Administration also continues to propose tax-favored savings initiatives that, if enacted by Congress, could also adversely affect the sale of our annuity, life and tax-qualified retirement products and increase the surrender of such products. However, we expect that the income for life guarantee provided within an annuity and features like our GMWB will continue to be viewed as significant benefits and may offset the adverse effect of these proposals.
On August 17, 2006, the Pension Protection Act of 2006 (PPA) was signed into law. PPA makes numerous changes to pension and other tax laws including: permanence for the EGTRRA enacted pension provisions including higher annual contribution limits for defined contribution plans and IRAs as well as catch-up contributions for persons over age 50; clarification of the safest available annuity standard for the selection of an annuity as a distribution option for defined contribution plans; expansion of investment advice options for defined contribution plan participants and IRA owners; more stringent funding requirements for defined benefit pension plans and clarification of the legal status of hybrid (cash balance) pension plans; and non-pension related tax changes such as the codification of COLI best practices bringing more certainty to this market segment; permanence for EGTRRA enacted tax benefits for section 529 college savings plans; and favorable tax treatment for long-term care insurance included as a rider to or on annuity products.
We expect many of these changes to have a beneficial effect upon various segments of our business lines.
Some of our separate accounts as well as mutual funds that we sponsor, in addition to being registered under the Securities Act of 1933, are registered as investment companies under the Investment Company Act of 1940, and the shares of certain of these entities are qualified for sale in some or all states and the District of Columbia. We also have several subsidiaries that are registered as broker-dealers under the Securities Exchange Act of 1934 (Exchange Act) and are subject to federal and state regulation, including but not limited to the Financial Industry Regulation Authoritys (FINRA) net capital rules. In addition, we have several subsidiaries that are investment advisors registered under the Investment Advisers Act of 1940. LFNs agents and our employees, insofar as they are involved in the sale or marketing of products that are securities, are subject to the Exchange Act and to examination requirements and regulation by the U.S. Securities and Exchange Commission (SEC), the FINRA and state securities commissioners. Regulation also extends to various LNC entities that employ or control those individuals. The SEC and other governmental agencies and self-regulatory organizations, as well as state securities commissions in the U.S., have the power to conduct administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or suspension, termination or limitation of the activities of the regulated entity or its employees.
Federal and state regulators are devoting substantial attention to the mutual fund, indexed annuity and variable annuity businesses. As a result of publicity relating to widespread perceptions of industry abuses, there have been numerous regulatory reform initiatives addressing issues which include, but are not limited to, mutual fund governance and compliance practices, late trading, suitability of indexed and variable annuity products, directed brokerage and soft dollars, and new disclosure requirements concerning commission breakpoints, revenue sharing, shelf space, advisory fees, market timing, portfolio pricing, information about portfolio managers and other issues. While we have made certain changes to our businesses in response to new regulations, they have not had a significant impact on our businesses. However, it is difficult to predict whether additional changes resulting from new regulations will materially affect our businesses, and, if so, to what degree.
Insurance Holding Company Regulation
LNC and its primary insurance subsidiaries are subject to regulation pursuant to the insurance holding company laws of the states of Indiana and New York. These insurance holding company laws generally require an insurance holding company and insurers that are members of such insurance holding companys system to register with the insurance department authorities, to file with it certain reports disclosing information including their capital structure, ownership, management, financial condition, certain intercompany transactions, including material transfers of assets and intercompany business agreements, and to report material changes in that information. These laws also require that intercompany transactions be fair and reasonable and, under certain circumstances, prior approval of the insurance departments must be received before entering into an intercompany transaction. Further, these laws require that an insurers contract holders surplus following any dividends or distributions to shareholder affiliates is reasonable in relation to the insurers outstanding liabilities and adequate for its financial needs.
In general, under state holding company regulations, no person may acquire, directly or indirectly, a controlling interest in our capital stock unless such person, corporation or other entity has obtained prior approval from the applicable insurance
22
commissioner for such acquisition of control. Pursuant to such laws, in general, any person acquiring, controlling or holding the power to vote, directly or indirectly, ten percent or more of the voting securities of an insurance company, is presumed to have control of such company. This presumption may be rebutted by a showing that control does not exist in fact. The insurance commissioner, however, may find that control exists in circumstances in which a person owns or controls a smaller amount of voting securities. To obtain approval from the insurance commissioner of any acquisition of control of an insurance company, the proposed acquirer must file with the applicable commissioner an application containing information regarding: the identity and background of the acquirer and its affiliates; the nature, source and amount of funds to be used to carry out the acquisition; the financial statements of the acquirer and its affiliates; any potential plans for disposition of the securities or business of the insurer; the number and type of securities to be acquired; any contracts with respect to the securities to be acquired; any agreements with broker-dealers; and other matters.
Other jurisdictions in which our insurance subsidiaries are licensed to transact business may have similar or additional requirements for prior approval of any acquisition of control of an insurance or reinsurance company licensed or authorized to transact business in those jurisdictions. Additional requirements in those jurisdictions may include re-licensing or subsequent approval for renewal of existing licenses upon an acquisition of control. As further described below, laws that govern the holding company structure also govern payment of dividends to us by our insurance subsidiaries.
Restrictions on Subsidiaries Dividends and Other Payments
We are a holding company that transacts substantially all of our business directly and indirectly through subsidiaries. Our primary assets are the stock of our operating subsidiaries. Our ability to meet our obligations on our outstanding debt and to pay dividends and our general and administrative expenses depends on the surplus and earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us.
In addition, our insurance subsidiaries are subject to certain insurance department regulatory restrictions as to the transfer of funds and payment of dividends to the holding company. Under Indiana laws and regulations, our Indiana insurance subsidiaries, including our primary insurance subsidiary, LNL, may pay dividends to LNC only from unassigned surplus, without prior approval of the Indiana Insurance Commissioner (the Commissioner), or must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding twelve consecutive months, would exceed the statutory limitation. The current statutory limitation is the greater of (i) 10% of the insurers contract holders surplus, as shown on its last annual statement on file with the Commissioner or (ii) the insurers statutory net gain from operations for the previous twelve months, but in no event to exceed statutory unassigned surplus. Indiana law gives the Commissioner broad discretion to disapprove requests for dividends in excess of these limits. New York, the state of domicile of our other major insurance subsidiary, LLANY, has similar restrictions, except that in New York it is the lesser of (i) 10% of surplus to contract holders as of the immediately preceding calendar year or (ii) net gain from operations for the immediately preceding calendar year, not including realized capital gains.
Indiana law also provides that following the payment of any dividend, the insurers contract holders surplus must be reasonable in relation to its outstanding liabilities and adequate for its financial needs, and permits the Indiana Insurance Commissioner to bring an action to rescind a dividend which violates these standards. In the event that the Indiana Insurance Commissioner determines that the contract holders surplus of one subsidiary is inadequate, the Commissioner could use his or her broad discretionary authority to seek to require us to apply payments received from another subsidiary for the benefit of that insurance subsidiary. For information regarding dividends paid to us during 2007 from our insurance subsidiaries, see Review of Consolidated Financial Condition Liquidity and Capital Resources-Sources of Liquidity and Cash Flow in the MD&A.
Lincoln UKs insurance subsidiaries are regulated by the U.K. Financial Services Authority (FSA) and are subject to capital requirements as defined by the U.K. Capital Resources Requirement. Lincoln UK targets maintaining approximately 1.5 to 2.0 times the required capital as prescribed by the regulatory resource requirement. Effective January 1, 2005, all insurance companies operating in the U.K. also have to complete a risk-based capital (RBC) assessment to demonstrate to the FSA that they hold sufficient capital to cover their risks. RBC requirements in the U.K. are different than the NAIC requirements. In addition, the FSA imposes certain minimum capital requirements for the combined U.K. subsidiaries. As is the case with regulated insurance companies in the U.S., future changes to regulatory capital requirements could impact the dividend capacity of our U.K. insurance subsidiaries and cash flow to the holding company.
Risk-Based Capital
The NAIC has adopted risk-based capital requirements for life insurance companies to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks. The requirements provide a means of measuring the minimum amount of statutory surplus appropriate for an insurance company to support its overall business operations based on its size and risk profile. There are five major risks involved in determining the requirements.
23
Category |
Name |
Description |
||
Asset risk affiliates | C-0 | Risk of assets default for certain affiliated investments | ||
Asset risk other | C-1 | Risk of assets default of principal and interest or fluctuation in fair value | ||
Insurance risk | C-2 | Risk of underestimating liabilities from business already written or inadequately pricing business to be written in the future | ||
Interest rate risk, health credit risk and market risk |
C-3 | Risk of losses due to changes in interest rate levels, risk that health benefits prepaid to providers become the obligation of the health insurer once again and risk of loss due to changes in market levels associated with variable products with guarantees | ||
Business risk | C-4 | Risk of general business |
A companys risk-based statutory surplus is calculated by applying factors and performing calculations relating to various asset, premium, claim, expense and reserve items. Regulators can then measure adequacy of a companys statutory surplus by comparing it to the risk-based capital determined by the formula. Under RBC requirements, regulatory compliance is determined by the ratio of a companys total adjusted capital, as defined by the NAIC, to its company action level of RBC (known as the RBC ratio), also as defined by the NAIC.
Four levels of regulatory attention may be triggered if the RBC ratio is insufficient:
|
Company action level If the RBC ratio is between 75% and 100%, then the insurer must submit a plan to the regulator detailing corrective action it proposes to undertake. |
|
Regulatory action level If the RBC ratio is between 50% and 75%, then the insurer must submit a plan, but a regulator may also issue a corrective order requiring the insurer to comply within a specified period. |
|
Authorized control level If the RBC ratio is between 35% and 50%, then the regulatory response is the same as at the Regulatory action level, but in addition, the regulator may take action to rehabilitate or liquidate the insurer. |
|
Mandatory control level If the RBC ratio is less than 35%, then the regulator must rehabilitate or liquidate the insurer. |
As of December 31, 2007, the RBC ratios of LNL, LLANY and FPP reported to their respective states of domicile and the NAIC all exceeded the Company action level. We believe that we will be able to maintain the RBC ratios of our insurance subsidiaries in excess of Company action level through prudent underwriting, claims handling, investing and capital management. However, no assurances can be given that developments affecting the insurance subsidiaries, many of which could be outside of our control, including but not limited to changes in the regulatory environment, including changes to the manner in which the RBC ratio is calculated, economic conditions and competitive conditions in the jurisdictions in which we write business, will not cause the RBC ratios to fall below required levels resulting in a corresponding regulatory response.
As of December 31, 2007, we had a total of 10,870 employees. None of our employees are represented by a labor union, and we are not a party to any collective bargaining agreements. We consider our employee relations to be good.
We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including LNC, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.
We also make available, free of charge, on or through our Internet website http://www.lfg.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Item 1A. | Risk Factors |
You should carefully consider the risks described below before investing in our securities. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occur, our business, financial condition and results of operations could be materially affected. In that case, the value of our securities could decline substantially.
24
Our reserves for future policy benefits and claims related to our current and future business as well as businesses we may acquire in the future may prove to be inadequate.
Our reserves for future policy benefits and claims may prove to be inadequate. We establish and carry, as a liability, reserves based on estimates of how much we will need to pay for future benefits and claims. For our life insurance and annuity products, we calculate these reserves based on many assumptions and estimates, including estimated premiums we will receive over the assumed life of the policy, the timing of the event covered by the insurance policy, the lapse rate of the policies, the amount of benefits or claims to be paid and the investment returns on the assets we purchase with the premiums we receive. The assumptions and estimates we use in connection with establishing and carrying our reserves are inherently uncertain. Accordingly, we cannot determine with precision the ultimate amounts that we will pay, or the timing of payment of, actual benefits and claims or whether the assets supporting the policy liabilities will grow to the level we assume prior to payment of benefits or claims. If our actual experience is different from our assumptions or estimates, our reserves may prove to be inadequate in relation to our estimated future benefits and claims. As a result, we would incur a charge to our earnings in the quarter in which we increase our reserves.
Because the equity markets and other factors impact the profitability and expected profitability of many of our products, changes in equity markets and other factors may significantly affect our business and profitability.
The fee revenue that we earn on equity-based variable annuities, unit-linked accounts, VUL insurance policies and investment advisory business is based upon account values. Because strong equity markets result in higher account values, strong equity markets positively affect our net income through increased fee revenue. Conversely, a weakening of the equity markets results in lower fee income and may have a material adverse effect on our results of operations and capital resources.
The increased fee revenue resulting from strong equity markets increases the expected gross profits (EGPs) from variable insurance products as do better than expected lapses, mortality rates and expenses. As a result, the higher EGPs may result in lower net amortized costs related to deferred acquisition costs (DAC), deferred sales inducements (DSI), value of business acquired (VOBA), and deferred front-end sales loads (DFEL). However, a decrease in the equity markets as well as worse than expected increases in lapses, mortality rates and expenses depending upon their significance, may result in higher net amortized costs associated with DAC, DSI, VOBA and DFEL and may have a material adverse effect on our results of operations and capital resources. For more information on DAC, DSI, VOBA and DFEL amortization, see Critical Accounting Policies and Estimates in the MD&A.
Changes in the equity markets, interest rates and/or volatility affects the profitability of our products with guaranteed benefits; therefore, such changes may have a material adverse effect on our business and profitability.
The amount of reserves related to GMDB for variable annuities is tied to the difference between the value of the underlying accounts and the guaranteed death benefit, calculated using a benefit ratio approach. The GMDB reserves take into account the present value of total expected GMDB payments and the present value of total expected assessments over the life of the contract and claims and assessments to date. The amount of reserves related to GMWB and GIB for variable annuities is based on the fair value of the underlying benefit. Both the level of expected GMDB payments and expected total assessments used in calculating the benefit ratio are affected by the equity markets. The liabilities related to GMWB and GIB benefits valued at fair value are impacted by changes in equity markets, interest rates and volatility. Accordingly, strong equity markets will decrease the amount of GMDB reserves that we must carry, and strong equity markets, increases in interest rates and decreases in volatility will generally decrease the fair value of the liabilities underlying the GMWB and GIB benefits.
Conversely, a decrease in the equity markets will increase the net amount at risk under the GMDB benefits we offer as part of our variable annuity products, which has the effect of increasing the amount of GMDB reserves that we must carry. Also, a decrease in the equity market along with a decrease in interest rates and an increase in volatility will generally result in an increase in the fair value of the liabilities underlying GMWB and GIB benefits, which has the effect of increasing the amount of GMWB and GIB reserves that we must carry. Such an increase in reserves would result in a charge to our earnings in the quarter in which we increase our reserves. We maintain a customized dynamic hedge program that is designed to mitigate the risks associated with income volatility around the change in reserves on guaranteed benefits. However, the hedge positions may not be effective to exactly offset the changes in the carrying value of the guarantees due to, among other things, the time lag between changes in their values and corresponding changes in the hedge positions, high levels of volatility in the equity markets and derivatives markets, extreme swings in interest rates, contract holder behavior different than expected, and divergence between the performance of the underlying funds and hedging indices. For more information on our hedging program, see Critical Accounting Policies and Estimates Future Contract Benefits and Other Contract Holder Funds in the MD&A.
25
Changes in interest rates may cause interest rate spreads to decrease and may result in increased contract withdrawals.
Because the profitability of our fixed annuity and interest-sensitive whole life, UL and fixed portion of VUL insurance business depends in part on interest rate spreads, interest rate fluctuations could negatively affect our profitability. Changes in interest rates may reduce both our profitability from spread businesses and our return on invested capital. Some of our products, principally fixed annuities and interest-sensitive whole life, universal life and the fixed portion of variable universal life insurance, have interest rate guarantees that expose us to the risk that changes in interest rates will reduce our spread, or the difference between the amounts that we are required to pay under the contracts and the amounts we are able to earn on our general account investments intended to support our obligations under the contracts. Declines in our spread or instances where the returns on our general account investments are not enough to support the interest rate guarantees on these products could have a material adverse effect on our businesses or results of operations.
In periods of increasing interest rates, we may not be able to replace the assets in our general account with higher yielding assets needed to fund the higher crediting rates necessary to keep our interest sensitive products competitive. We therefore may have to accept a lower spread and thus lower profitability or face a decline in sales and greater loss of existing contracts and related assets. In periods of declining interest rates, we have to reinvest the cash we receive as interest or return of principal on our investments in lower yielding instruments then available. Moreover, borrowers may prepay fixed-income securities, commercial mortgages and mortgage-backed securities in our general account in order to borrow at lower market rates, which exacerbates this risk. Because we are entitled to reset the interest rates on our fixed rate annuities only at limited, pre-established intervals, and since many of our contracts have guaranteed minimum interest or crediting rates, our spreads could decrease and potentially become negative.
Increases in interest rates may cause increased surrenders and withdrawals of insurance products. In periods of increasing interest rates, policy loans and surrenders and withdrawals of life insurance policies and annuity contracts may increase as contract holders seek to buy products with perceived higher returns. This process may lead to a flow of cash out of our businesses. These outflows may require investment assets to be sold at a time when the prices of those assets are lower because of the increase in market interest rates, which may result in realized investment losses. A sudden demand among consumers to change product types or withdraw funds could lead us to sell assets at a loss to meet the demand for funds.
A downgrade in our financial strength or credit ratings could limit our ability to market products, increase the number or value of policies being surrendered and/or hurt our relationships with creditors.
Nationally recognized rating agencies rate the financial strength of our principal insurance subsidiaries and rate our debt. Ratings are not recommendations to buy our securities. Each of the rating agencies reviews its ratings periodically, and our current ratings may not be maintained in the future. Please see Item 1. Business Ratings for a complete description of our ratings.
Our financial strength ratings, which are intended to measure our ability to meet contract holder obligations, are an important factor affecting public confidence in most of our products and, as a result, our competitiveness. A downgrade of the financial strength rating of one of our principal insurance subsidiaries could affect our competitive position in the insurance industry and make it more difficult for us to market our products as potential customers may select companies with higher financial strength ratings. This could lead to a decrease in fees as outflows of assets increase, and therefore, result in lower fee income. Furthermore, sales of assets to meet customer withdrawal demands could also result in losses, depending on market conditions. The interest rates we pay on our borrowings are largely dependent on our credit ratings. A downgrade of our debt ratings could affect our ability to raise additional debt with terms and conditions similar to our current debt, and accordingly, likely increase our cost of capital. In addition, a downgrade of these ratings could make it more difficult to raise capital to refinance any maturing debt obligations, to support business growth at our insurance subsidiaries and to maintain or improve the current financial strength ratings of our principal insurance subsidiaries described above.
A drop in the rankings of the mutual funds that we manage as well as a loss of key portfolio managers could result in lower advisory fees.
While mutual funds are not rated, per se, many industry periodicals and services, such as Lipper, provide rankings of mutual fund performance. These rankings often have an impact on the decisions of customers regarding which mutual funds to invest in. If the rankings of the mutual funds for which we provide advisory services decrease materially, the funds assets may decrease as customers leave for funds with higher performance rankings. Similarly, a loss of our key portfolio managers who manage mutual fund investments could result in poorer fund performance, as well as customers leaving these mutual funds for new mutual funds managed by the portfolio managers. Any loss of fund assets would decrease the advisory fees that we earn from such mutual funds, which are generally tied to the amount of fund assets and performance. This would have an adverse effect on our results of operations.
26
Our businesses are heavily regulated and changes in regulation may reduce our profitability.
Our insurance subsidiaries are subject to extensive supervision and regulation in the states in which we do business. The supervision and regulation relate to numerous aspects of our business and financial condition. The primary purpose of the supervision and regulation is the protection of our insurance contract holders, and not our investors. The extent of regulation varies, but generally is governed by state statutes. These statutes delegate regulatory, supervisory and administrative authority to state insurance departments. This system of supervision and regulation covers, among other things:
|
Standards of minimum capital requirements and solvency, including risk-based capital measurements; |
|
Restrictions of certain transactions between our insurance subsidiaries and their affiliates; |
|
Restrictions on the nature, quality and concentration of investments; |
|
Restrictions on the types of terms and conditions that we can include in the insurance policies offered by our primary insurance operations; |
|
Limitations on the amount of dividends that insurance subsidiaries can pay; |
|
The existence and licensing status of the company under circumstances where it is not writing new or renewal business; |
|
Certain required methods of accounting; |
|
Reserves for unearned premiums, losses and other purposes; and |
|
Assignment of residual market business and potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies. |
We may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide variety of applicable laws and regulations or the relevant authoritys interpretation of the laws and regulations, which may change from time to time. Also, regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or impose substantial fines. Further, insurance regulatory authorities have relatively broad discretion to issue orders of supervision, which permit such authorities to supervise the business and operations of an insurance company. As of December 31, 2007, no state insurance regulatory authority had imposed on us any substantial fines or revoked or suspended any of our licenses to conduct insurance business in any state or issued an order of supervision with respect to our insurance subsidiaries, which would have a material adverse effect on our results of operations or financial condition.
In addition, LFN and LFD, as well as our variable annuities and variable life insurance products, are subject to regulation and supervision by the SEC and FINRA. Our Investment Management segment, like other investment management companies, is subject to regulation and supervision by the SEC, FINRA, the Municipal Securities Rulemaking Board, the Pennsylvania Department of Banking and jurisdictions of the states, territories and foreign countries in which they are licensed to do business. Lincoln UK is subject to regulation by the FSA in the U.K. These laws and regulations generally grant supervisory agencies and self-regulatory organizations broad administrative powers, including the power to limit or restrict the subsidiaries from carrying on their businesses in the event that they fail to comply with such laws and regulations. Finally, our radio operations require a license, subject to periodic renewal, from the Federal Communications Commission to operate. While management considers the likelihood of a failure to renew remote, any station that fails to receive renewal would be forced to cease operations.
Many of the foregoing regulatory or governmental bodies have the authority to review our products and business practices and those of our agents and employees. In recent years, there has been increased scrutiny of our businesses by these bodies, which has included more extensive examinations, regular sweep inquiries and more detailed review of disclosure documents. These regulatory or governmental bodies may bring regulatory or other legal actions against us if, in their view, our practices, or those of our agents or employees, are improper. These actions can result in substantial fines, penalties or prohibitions or restrictions on our business activities and could have a material adverse effect on our business, results of operations or financial condition.
For further information on regulatory matters relating to us, see Item 1. Business Regulatory.
Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements.
Our financial statements are subject to the application of GAAP, which is periodically revised and/or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards or guidance issued by recognized authoritative bodies, including the Financial Accounting Standards Board. It is possible that future accounting standards we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material adverse effect on our financial condition and results of operations. For example, effective January 1, 2008, we adopted Statements of Financial Accounting Standards (SFAS) No. 157 Fair Value Measurements (SFAS 157) which resulted in an increase to our embedded derivative liability for variable annuity living benefits of $25 million $75 million after
27
DAC and after-tax, recorded through net income. For more information on SFAS 157 and other accounting pronouncements, see Note 2.
Legal and regulatory actions are inherent in our businesses and could result in financial losses or harm our businesses.
Federal and state regulators continue to focus on issues relating to variable insurance products, including suitability and replacements and sales to seniors. Like others in the industry, we have received inquiries including requests for information regarding sales to seniors from FINRA. We are in the process of responding to these inquiries. We continue to cooperate fully with such authority. In addition, we are, and in the future may be, subject to legal actions in the ordinary course of our insurance and investment management operations, both domestically and internationally. Pending legal actions include proceedings relating to aspects of our businesses and operations that are specific to us and proceedings that are typical of the businesses in which we operate. Some of these proceedings have been brought on behalf of various alleged classes of complainants. In certain of these matters, the plaintiffs are seeking large and/or indeterminate amounts, including punitive or exemplary damages. Substantial legal liability in these or future legal or regulatory actions could have a material financial effect or cause significant harm to our reputation, which in turn could materially harm our business prospects. For more information on pending material legal proceedings, see Item 3. Legal Proceedings.
Changes in U.S. federal income tax law could make some of our products less attractive to consumers and increase our tax costs.
EGTRRA and JGTRRA contain provisions that have and will (in the absence of any further legislation) continue, near term, to significantly lower individual tax rates. These may have the effect of reducing the benefits of deferral on the build-up of value of annuities and life insurance products. EGTRRA also includes provisions that will eliminate, over time, the estate, gift and generation-skipping taxes and partially eliminate the step-up in basis rule applicable to property held in a decedents estate. Many of these provisions expire in 2010, unless extended. The Bush Administration continues to propose that many of the foregoing rate reductions, as well as elimination of the estate tax, be made permanent, and continues to propose several tax-favored savings initiatives, that, if enacted by Congress, could also adversely affect the sale of our annuity, life and tax-qualified retirement products and increase the surrender of such products. Although we cannot predict the overall effect on the sales of our products of the tax law changes included in these Acts, some of these changes might hinder our sales and result in the increased surrender of insurance products.
In addition, changes to the Internal Revenue Code, administrative rulings or court decisions could increase our effective tax rate. In this regard, on August 16, 2007, the Internal Revenue Service (IRS) issued a revenue ruling which purports, among other things, to modify the calculation of separate account deduction for dividends received by life insurance companies. Subsequently, the IRS issued another revenue ruling that suspended the August 16, 2007 ruling and announced a new regulation project on the issue. The current separate account deduction for dividends calculation lowered the effective tax rate by approximately 4% for the year ended December 31, 2007.
Our risk management policies and procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our businesses or result in losses.
We have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future. Nonetheless, our policies and procedures to identify, monitor and manage risks may not be fully effective. Many of our methods of managing risk and exposures are based upon our use of observed historical market behavior or statistics based on historical models. As a result, these methods may not predict future exposures, which could be significantly greater than the historical measures indicate, such as the risk of pandemics causing a large number of deaths. Other risk management methods depend upon the evaluation of information regarding markets, clients, catastrophe occurrence or other matters that is publicly available or otherwise accessible to us, which may not always be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risks requires, among other things, policies and procedures to record properly and verify a large number of transactions and events, and these policies and procedures may not be fully effective.
Because we are a holding company with no direct operations, the inability of our subsidiaries to pay dividends to us in sufficient amounts would harm our ability to meet our obligations.
We are a holding company and we have no direct operations. Our principal asset is the capital stock of our insurance and investment management subsidiaries.
Our ability to meet our obligations for payment of interest and principal on outstanding debt obligations and to pay dividends to shareholders and corporate expenses depends upon the surplus and earnings of our subsidiaries and the ability of our subsidiaries to pay dividends or to advance or repay funds to us. Payments of dividends and advances or repayment of funds to us by our insurance subsidiaries are restricted by the applicable laws of their respective jurisdictions, including laws establishing minimum
28
solvency and liquidity thresholds. Changes in these laws can constrain the ability of our subsidiaries to pay dividends or to advance or repay funds to us in sufficient amounts and at times necessary to meet our debt obligations and corporate expenses.
We face a risk of non-collectibility of reinsurance, which could materially affect our results of operations.
We follow the insurance practice of reinsuring with other insurance and reinsurance companies a portion of the risks under the policies written by our insurance subsidiaries (known as ceding). As of December 31, 2007, we have ceded approximately $351 billion of life insurance in-force to reinsurers for reinsurance protection. Although reinsurance does not discharge our subsidiaries from their primary obligation to pay contract holders for losses insured under the policies we issue, reinsurance does make the assuming reinsurer liable to the insurance subsidiaries for the reinsured portion of the risk. As of December 31, 2007, we had $8.2 billion of reinsurance receivables from reinsurers for paid and unpaid losses, for which they are obligated to reimburse us under our reinsurance contracts. Of this amount, $4.3 billion relates to the sale of our reinsurance business to Swiss Re in 2001 through an indemnity reinsurance agreement. Swiss Re has funded a trust to support this business. The balance in the trust changes as a result of ongoing reinsurance activity and was $1.8 billion as of December 31, 2007. In addition, should Swiss Res financial strength ratings drop below either S&P AA- or A.M. Best A or their NAIC risk based capital ratio fall below 250%, assets equal to the reserves supporting business reinsured must be placed into a trust according to pre-established asset quality guidelines. Furthermore, approximately $2.1 billion of the Swiss Re treaties are funds-withheld structures where we have a right of offset on assets backing the reinsurance receivables.
Included in the business sold to Swiss Re through indemnity reinsurance in 2001 was disability income business. Swiss Re is disputing its obligation to pay approximately $73 million of reinsurance recoverables on certain of this income disability business. We have agreed to arbitrate this dispute with Swiss Re. Although the outcome of the arbitration is uncertain, we currently believe that it is probable that we will ultimately collect the full amount of the reinsurance recoverable from Swiss Re and that Swiss Re will ultimately remain at risk on all of its obligations on the disability income business that it acquired from us in 2001.
During the third quarter of 2006, one of LNLs reinsurers, Scottish Re Group Ltd (Scottish Re), received rating downgrades from various rating agencies. As of December 31, 2007, of the $800 million of fixed annuity business that LNL reinsures with Scottish Re, approximately 71% is reinsured through the use of Modco treaties, in which LNL possesses the investments that support the reserves ceded to Scottish Re. For its annuity business ceded on a coinsurance basis, Scottish Re had previously established an irrevocable investment trust for the benefit of LNL that supports the reserves. In addition to fixed annuities, LNL has approximately $108 million of policy liabilities on the life insurance business it reinsures with Scottish Re. Scottish Re continues to perform under its contractual responsibilities to LNL.
The balance of the reinsurance is due from a diverse group of reinsurers. The collectibility of reinsurance is largely a function of the solvency of the individual reinsurers. We perform annual credit reviews on our reinsurers, focusing on, among other things, financial capacity, stability, trends and commitment to the reinsurance business. We also require assets in trust, letters of credit or other acceptable collateral to support balances due from reinsurers not authorized to transact business in the applicable jurisdictions. Despite these measures, a reinsurers insolvency, inability or unwillingness to make payments under the terms of a reinsurance contract, especially Swiss Re, could have a material adverse effect on our results of operations and financial condition.
Significant adverse mortality experience may result in the loss of, or higher prices for, reinsurance.
We reinsure a significant amount of the mortality risk on fully underwritten newly issued, individual life insurance contracts. We regularly review retention limits for continued appropriateness and they may be changed in the future. If we were to experience adverse mortality or morbidity experience, a significant portion of that would be reimbursed by our reinsurers. Prolonged or severe adverse mortality or morbidity experience could result in increased reinsurance costs, and ultimately, reinsurers not willing to offer coverage. If we are unable to maintain our current level of reinsurance or purchase new reinsurance protection in amounts that we consider sufficient, we would either have to be willing to accept an increase in our net exposures or revise our pricing to reflect higher reinsurance premiums. If this were to occur, we may be exposed to reduced profitability and cash flow strain or we may not be able to price new business at competitive rates.
Catastrophes may adversely impact liabilities for contract holder claims and the availability of reinsurance.
Our insurance operations are exposed to the risk of catastrophic mortality, such as a pandemic, an act of terrorism or other event that causes a large number of deaths or injuries. Significant influenza pandemics have occurred three times in the last century, but the likelihood, timing, or the severity of a future pandemic cannot be predicted. In our group insurance operations, a localized event that affects the workplace of one or more of our group insurance customers could cause a significant loss due to mortality or morbidity claims. These events could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition.
The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Pandemics, hurricanes, earthquakes and man-made catastrophes, including terrorism, may produce
29
significant damage in larger areas, especially those that are heavily populated. Claims resulting from natural or man-made catastrophic events could cause substantial volatility in our financial results for any fiscal quarter or year and could materially reduce our profitability or harm our financial condition. Also, catastrophic events could harm the financial condition of our reinsurers and thereby increase the probability of default on reinsurance recoveries. Accordingly, our ability to write new business could also be affected.
Consistent with industry practice and accounting standards, we establish liabilities for claims arising from a catastrophe only after assessing the probable losses arising from the event. We cannot be certain that the liabilities we have established will be adequate to cover actual claim liabilities, and a catastrophic event or multiple catastrophic events could have a material adverse effect on our business, results of operations and financial condition.
We may be unable to attract and retain sales representatives and other employees, particularly financial advisors.
We compete to attract and retain financial advisors, wholesalers, portfolio managers and other employees, as well as independent distributors of our products. Intense competition exists for persons and independent distributors with demonstrated ability. We compete with other financial institutions primarily on the basis of our products, compensation, support services and financial position. Sales in our businesses and our results of operations and financial condition could be materially adversely affected if we are unsuccessful in attracting and retaining financial advisors, wholesalers, portfolio managers and other employees, as well as independent distributors of our products.
Our sales representatives are not captive and may sell products of our competitors.
We sell our annuity and life insurance products through independent sales representatives. These representatives are not captive, which means they may also sell our competitors products. If our competitors offer products that are more attractive than ours, or pay higher commission rates to the sales representatives than we do, these representatives may concentrate their efforts in selling our competitors products instead of ours.
Intense competition could negatively affect our ability to maintain or increase our profitability.
Our businesses are intensely competitive. We compete based on a number of factors including name recognition, service, the quality of investment advice, investment performance, product features, price, perceived financial strength, claims-paying and credit ratings. Our competitors include insurers, broker-dealers, financial advisors, asset managers and other financial institutions. A number of our business units face competitors that have greater market share, offer a broader range of products or have higher financial strength or credit ratings than we do.
In recent years, there has been substantial consolidation and convergence among companies in the financial services industry resulting in increased competition from large, well-capitalized financial services firms. Many of these firms also have been able to increase their distribution systems through mergers or contractual arrangements. Furthermore, larger competitors may have lower operating costs and an ability to absorb greater risk while maintaining their financial strength ratings, thereby allowing them to price their products more competitively. We expect consolidation to continue and perhaps accelerate in the future, thereby increasing competitive pressure on us.
Losses due to defaults by others could reduce our profitability or negatively affect the value of our investments.
Third parties that owe us money, securities or other assets may not pay or perform their obligations. These parties include the issuers whose securities we hold, borrowers under the mortgage loans we make, customers, trading counterparties, counterparties under swaps and other derivative contracts, reinsurers and other financial intermediaries. These parties may default on their obligations to us due to bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure, corporate governance issues or other reasons. A downturn in the U.S. and other economies could result in increased impairments.
Anti-takeover provisions could delay, deter or prevent our change in control even if the change in control would be beneficial to LNC shareholders.
We are an Indiana corporation subject to Indiana state law. Certain provisions of Indiana law could interfere with or restrict takeover bids or other change in control events affecting us. Also, provisions in our articles of incorporation, bylaws and other agreements to which we are a party could delay, deter or prevent our change in control, even if a change in control would be beneficial to shareholders. In addition, under Indiana law, directors may, in considering the best interests of a corporation, consider the effects of any action on stockholders, employees, suppliers and customers of the corporation and the communities in which offices and other facilities are located, and other factors the directors consider pertinent. One statutory provision prohibits, except under specified circumstances, LNC from engaging in any business combination with any shareholder who owns 10% or more of our common stock (which shareholder, under the statute, would be considered an interested shareholder) for a period of five years following the time that such shareholder became an interested shareholder, unless such business combination is
30
approved by the board of directors prior to such person becoming an interested shareholder. In addition, our articles of incorporation contain a provision requiring holders of at least three-fourths of our voting shares then outstanding and entitled to vote at an election of directors, voting together, to approve a transaction with an interested shareholder rather than the simple majority required under Indiana law.
In addition to the anti-takeover provisions of Indiana law, there are other factors that may delay, deter or prevent our change in control. As an insurance holding company, we are regulated as an insurance holding company and are subject to the insurance holding company acts of the states in which our insurance company subsidiaries are domiciled. The insurance holding company acts and regulations restrict the ability of any person to obtain control of an insurance company without prior regulatory approval. Under those statutes and regulations, without such approval (or an exemption), no person may acquire any voting security of a domestic insurance company, or an insurance holding company which controls an insurance company, or merge with such a holding company, if as a result of such transaction such person would control the insurance holding company or insurance company. Control is generally defined as the direct or indirect power to direct or cause the direction of the management and policies of a person and is presumed to exist if a person directly or indirectly owns or controls 10% or more of the voting securities of another person.
Our business, results of operations and financial condition may be adversely affected by general domestic economic and business conditions that are less favorable than anticipated.
Recent events, including fallout from problems in the U.S. credit markets, indicate a potential near-term recession in the U.S. economy. A steady economy is important as it provides for continuing demand for our insurance and investment-type products. Insurance premium growth, with respect to life and disability products, for example, is closely tied to employers total payroll growth. A recession resulting in higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending, could cause the demand for our financial and insurance products to be adversely affected, and therefore, have an adverse effect on our results of operations. In addition, continued problems in the U.S. capital markets could have an adverse effect on our financial condition and liquidity.
Item 1B . | Unresolved Staff Comments |
None.
Item 2 . | Properties |
LNC and the various operating businesses own or lease approximately 4.1 million square feet of office space. We lease 0.4 million square feet of office space in Philadelphia, Pennsylvania. In 2007, our corporate center, the Investment Management segment, LFD and LFN occupied the space in Philadelphia. In 2007, we leased 0.2 million square feet of office space in Radnor, Pennsylvania, which will contain our corporate center and LFD beginning in the second quarter of 2008. The operating units in the Fort Wayne, Indiana and Greensboro, North Carolina areas own or lease 1.6 million square feet. Also, businesses operating in the Chicago, Illinois metro area, Atlanta, Georgia, Omaha, Nebraska, Concord, New Hampshire, Hartford, Connecticut and the U.K. own or lease another 0.9 million square feet of office space. An additional 1.0 million square feet of office space is owned or leased in other U.S. cities for branch offices and other operations. As provided in Note 13, the rental expense on operating leases for office space and equipment totaled $65 million for 2007. This discussion regarding properties does not include information on investment properties.
Item 3 . | Legal Proceedings |
For information regarding legal proceedings, see Regulatory and Litigation Matters in Note 13 which is incorporated herein by reference.
Item 4 . | Submission of Matters to a Vote of Security Holders |
During the fourth quarter of 2007, no matters were submitted to security holders for a vote.
31
Executive Officers of the Registrant
Executive Officers of the Registrant as of February 29, 2008 were as follows:
Name |
Age** |
Position with LNC and Business Experience During the Past Five Years |
||
Dennis R. Glass | 58 | President, Chief Executive Officer and Director (since July 2007). President, Chief Operating Officer and Director (April 2006 - July 2007). President and Chief Executive Officer, Jefferson-Pilot (2004 - April 2006). President and Chief Operating Officer, Jefferson-Pilot (2001 - April 2006). | ||
Charles C. Cornelio | 48 | Senior Vice President, Shared Services and Chief Information Officer (since April 2006). Executive Vice President, Technology and Insurance Services, Jefferson-Pilot (2004 - April 2006). Senior Vice President, Jefferson-Pilot (1997 - 2004). | ||
Patrick P. Coyne | 44 | President of Lincoln National Investment Companies, Inc.* and Delaware Management Holdings, Inc.* (since July 2006). Executive Vice President and Chief Investment Officer, Lincoln National Investment Company, Inc. and Delaware Management Holdings, Inc. (2003 - July 2006). Senior Vice President and Deputy Chief Investment Officer, Lincoln National Investment Company, Inc. and Delaware Management Holdings, Inc. (2002 -2003). | ||
Frederick J. Crawford | 44 | Senior Vice President and Chief Financial Officer (since 2005). Vice President and Treasurer (2001 - 2004). | ||
Robert W. Dineen | 58 | President, Lincoln Financial Advisors* (since 2002). Senior Vice President, Managed Asset Group, Merrill Lynch, a diversified financial services company (2001 - 2002). | ||
Heather C. Dzielak | 39 | Senior Vice President, Retirement Income Security Ventures* (since September 2006). Vice President, Lincoln National Life Insurance Company* (December 2003 - September 2006). Vice President of Sales - Chief Administrative Officer, ING USA Annuity and Life Insurance Co. (May - November 2003). Vice President of Sales - Income Annuity Product Line Leader, ING USA Annuity and Life Insurance Co. (2001 - 2003). | ||
Mark E. Konen | 48 | President, Individual Markets* (since April 2006). Executive Vice President, Life and Annuity Manufacturing, Jefferson-Pilot (2004 - April 2006). Executive Vice President, Product/Financial Management (2002 - 2004). Executive Vice President, Product Development, M&A (2000 - 2002). | ||
Terrence J. Mullen | 43 | President, Lincoln Financial Distributors (since 2006). Senior Vice President, Head of Sales, Lincoln Financial Distributors (2004 - 2006). Senior Vice President and Managing Director, American Legacy (2003 - 2004). Senior Vice President, National Sales Manager and Managing Director, Seasons Select at AIG SunAmerica, a retirement savings and investment products company (1996 - 2003). | ||
Elizabeth L. Reeves | 54 | Senior Vice President, Chief Human Resources Officer (since 2005). Senior Vice President, Human Resources, The ServiceMaster Company, a home services company (2002 - 2004). Executive Vice President, Human Resources, BCOM 3 Group (now Publicis), a communications company (2000 - 2002). |
32
Name |
Age** |
Position with LNC and Business Experience During the Past Five Years |
||
Dennis L. Schoff | 48 | Senior Vice President, LNC and General Counsel (since 2002). Vice President and Deputy General Counsel (2001 - 2002). | ||
Michael Tallett-Williams | 54 | President and Managing Director, Lincoln National (UK)* (since 2000). | ||
Westley V. Thompson | 53 | President, Employer Markets* (since April 2006). Chief Executive Officer and President, Lincoln Financial Distributors (2000 - April 2006). Senior Vice President, Lincoln Life and Annuity Distributors (1998 - 2002). |
* | Denotes an affiliate of LNC. |
** | Age shown is based on the officers age as of February 29, 2008. |
33
Item 5 . | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
(a) | Stock Market and Dividend Information |
Our common stock is traded on the New York and Chicago stock exchanges under the symbol LNC. At December 31, 2007, the number of shareholders of record of our common stock was 11,742. The dividend on our common stock is declared each quarter by our Board of Directors. In determining dividends, the Board takes into consideration items such as our financial condition, including current and expected earnings, projected cash flows and anticipated financing needs. For potential restrictions on our ability to pay dividends, see Review of Consolidated Financial Condition in the MD&A and Note 18. The following table presents the high and low closing prices for our common stock on the New York Stock Exchange during the periods indicated and the dividends declared per share during such periods:
1st
Qtr |
2nd
Qtr |
3rd
Qtr |
4th
Qtr |
|||||||||
2007 |
||||||||||||
High |
$ | 71.18 | $ | 74.72 | $ | 72.28 | $ | 70.66 | ||||
Low |
64.29 | 66.90 | 54.40 | 55.84 | ||||||||
Dividend declared |
0.395 | 0.395 | 0.395 | 0.415 | ||||||||
2006 |
||||||||||||
High |
$ | 57.97 | $ | 60.52 | $ | 63.47 | $ | 66.72 | ||||
Low |
52.00 | 54.30 | 53.94 | 61.74 | ||||||||
Dividend declared |
0.380 | 0.380 | 0.380 | 0.395 |
(b) | Not Applicable |
(c) | Issuer Purchases of Equity Securities |
The following table summarizes our stock repurchases during the quarter ended December 31, 2007 (dollars in millions, except per share data):
Period |
(a) Total
Number of Shares (or Units) Purchased (1) |
(b) Average
Price Paid per Share (or Unit) |
(c) Total Number
of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2) |
(d) Approximate Dollar
Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (3) |
||||||
10/1/07 - 10/31/07 |
4,362 | $ | 68.47 | | $ | 1,963.4 | ||||
11/1/07 - 11/30/07 |
4,182,013 | 59.76 | 4,181,100 | 1,713.5 | ||||||
12/1/07 - 12/31/07 |
846,056 | 59.49 | 842,281 | 1,663.4 |
(1) |
Of the total number of shares purchased, 7,236 shares were received in connection with the exercise of stock options and related taxes and 1,814 shares were withheld for taxes on the vesting of restricted stock. For the quarter ended December 31, 2007, there were 5,023,381 shares purchased as part of publicly announced plans or programs. |
(2) |
On February 23, 2007, our Board approved a $2 billion increase to our existing securities repurchase authorization, bringing the total authorization at that time to $2.6 billion. At December 31, 2007, our security repurchase authorization was $1.7 billion. The security repurchase authorization does not have an expiration date. The amount and timing of share repurchase depends on key capital ratios, rating agency expectations, the generation of free cash flow and an evaluation of the costs and benefits associated with alternative uses of capital. The shares repurchased in connection with the awards described in footnote (1) are not included in our security repurchase. |
(3) |
As of the last day of the applicable month. |
34
(d) | Securities Authorized for Issuance Under Equity Compensation Plans |
For information on securities authorized for issuance under equity compensation plans, see Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, which is hereby incorporated by reference.
Item 6. | Selected Financial Data |
The following selected financial data (in millions, except per share data) should be read in conjunction with the MD&A and the Notes of this report. Some previously reported amounts have been reclassified to conform to the presentation at and for the year ended December 31, 2007.
For the Years Ended December 31, | |||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||
Total revenues |
$ | 10,594 | $ | 8,962 | $ | 5,475 | $ | 5,351 | $ | 5,284 | |||||
Income from continuing operations |
1,321 | 1,295 | 831 | 732 | 767 | ||||||||||
Net income |
1,215 | 1,316 | 831 | 707 | 512 | ||||||||||
Per share data (1) : |
|||||||||||||||
Net income basic |
$ | 4.50 | $ | 5.21 | $ | 4.80 | $ | 4.01 | $ | 2.89 | |||||
Net income diluted |
4.43 | 5.13 | 4.72 | 3.95 | 2.85 | ||||||||||
Common stock dividends |
1.600 | 1.535 | 1.475 | 1.415 | 1.355 | ||||||||||
As of December 31, | |||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||
Assets |
$ | 191,435 | $ | 178,495 | $ | 124,860 | $ | 116,219 | $ | 106,745 | |||||
Long-term debt |
4,618 | 3,458 | 1,333 | 1,389 | 1,459 | ||||||||||
Stockholders equity |
11,718 | 12,201 | 6,384 | 6,176 | 5,812 | ||||||||||
Per share data (1) : |
|||||||||||||||
Stockholders' equity including accumulated other comprehensive income (2) |
$ | 44.32 | $ | 44.21 | $ | 36.69 | $ | 35.53 | $ | 32.56 | |||||
Stockholders' equity excluding accumulated other comprehensive income (2) |
43.46 | 41.99 | 33.66 | 30.17 | 27.69 | ||||||||||
Market value of common stock |
58.22 | 66.40 | 53.03 | 46.68 | 40.37 |
(1) |
Per share amounts were affected by the issuance of 112.3 million shares for the acquisition of Jefferson-Pilot in 2006 and the retirement of 15.4 million, 16.9 million, 2.3 million and 7.6 million shares of common stock during the years ended December 31, 2007, 2006, 2005 and 2004, respectively. |
(2) |
Per share amounts are calculated under the assumption that preferred stock has been converted to common stock. |
35
Item 7 . | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following Managements Discussion and Analysis (MD&A) is intended to help the reader understand the results of operations and financial condition of Lincoln National Corporation and its consolidated subsidiaries (LNC, Lincoln or the Company which also may be referred to as we, our or us) as of December 31, 2007, compared with December 31, 2006, and the results of operations of LNC in 2007 and 2006, compared with the immediately preceding year. On April 3, 2006, LNC completed its merger with Jefferson-Pilot Corporation (Jefferson-Pilot). Beginning on April 3, 2006, the results of operations and financial condition of Jefferson-Pilot, after being adjusted for the effects of purchase accounting, were consolidated with LNC. The financial information presented herein for the year ended December 31, 2006 reflects the accounts of LNC for the three months ended March 31, 2006, and the consolidated accounts of LNC and Jefferson-Pilot for the remainder of 2006. The data presented herein for the 2005 period reflects the accounts of LNC. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements (Notes) presented in Item 8. Financial Statements and Supplementary Data.
In this report, in addition to providing consolidated revenues and net income (loss), we also provide segment operating revenues and income (loss) from operations because we believe they are meaningful measures of revenues and the profitability of our operating segments.
|
Operating revenues are revenues recorded in accordance with accounting principles generally accepted in the United States of America (GAAP) excluding realized gains and losses and the amortization of deferred gains arising from reserve development on business sold through reinsurance. |
|
Income (loss) from operations is GAAP net income excluding net realized gains and losses, losses on early retirement of debt, reserve development (net of related amortization) on business sold through reinsurance, discontinued operations and the initial impact of the adoption of changes in accounting principles. |
Operating revenues and income (loss) from operations are the financial performance measures we use to evaluate and assess the results of our segments. Accordingly, we report operating revenues and income (loss) from operations by segment in Note 20. Our management and Board of Directors believe that operating revenues and income (loss) from operations explain the results of our ongoing businesses in a manner that allows for a better understanding of the underlying trends in our current businesses because the excluded items are unpredictable and not necessarily indicative of current operating fundamentals or future performance of the business segments, and, in many instances, decisions regarding these items do not necessarily relate to the operations of the individual segments. Operating revenues and income (loss) from operations do not replace revenues and net income as the GAAP measures of our consolidated results of operations.
Certain reclassifications have been made to prior periods financial information to conform to the 2007 presentation.
FORWARD-LOOKING STATEMENTS - CAUTIONARY LANGUAGE
Certain statements made in this report and in other written or oral statements made by LNC or on LNCs behalf are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like: believe, anticipate, expect, estimate, project, will, shall and other words or phrases with similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, trends in our business, prospective services or products, future performance or financial results and the outcome of contingencies, such as legal proceedings. LNC claims the protection afforded by the safe harbor for forward-looking statements provided by the PSLRA.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. Risks and uncertainties that may cause actual results to vary materially, some of which are described within the forward-looking statements, include, among others:
|
Legislative, regulatory or tax changes, both domestic and foreign, that affect the cost of, or demand for, LNCs products, the required amount of reserves and/or surplus, or otherwise affect our ability to conduct business, including changes to statutory reserves and/or risk-based capital requirements related to secondary guarantees under universal life and variable annuity products such as Actuarial Guideline VACARVM (VACARVM); restrictions on revenue sharing and 12b-1 payments; and the potential for U.S. Federal tax reform; |
|
The initiation of legal or regulatory proceedings against LNC or its subsidiaries, and the outcome of any legal or regulatory proceedings, such as: (a) adverse actions related to present or past business practices common in businesses in which LNC and its subsidiaries compete; (b) adverse decisions in significant actions including, but not limited to, actions brought by federal and state authorities and extra-contractual and class action damage cases; (c) new decisions that result in changes in law; and (d) unexpected trial court rulings; |
36
|
Changes in interest rates causing a reduction of investment income, the margins of LNCs fixed annuity and life insurance businesses and demand for LNCs products; |
|
A decline in the equity markets causing a reduction in the sales of LNCs products, a reduction of asset-based fees that LNC charges on various investment and insurance products, an acceleration of amortization of deferred acquisition costs (DAC), value of business acquired (VOBA), deferred sales inducements (DSI) and deferred front-end loads (DFEL) and an increase in liabilities related to guaranteed benefit features of LNCs variable annuity products; |
|
Ineffectiveness of LNCs various hedging strategies used to offset the impact of changes in the value of liabilities due to changes in the level and volatility of the equity markets and interest rates; |
|
A deviation in actual experience regarding future persistency, mortality, morbidity, interest rates or equity market returns from LNCs assumptions used in pricing its products, in establishing related insurance reserves and in the amortization of intangibles that may result in an increase in reserves and a decrease in net income, including as a result of investor-owned life insurance business; |
|
Changes in GAAP that may result in unanticipated changes to LNCs net income, including the impact of Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157), and SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities; |
|
Lowering of one or more of LNCs debt ratings issued by nationally recognized statistical rating organizations and the adverse impact such action may have on LNCs ability to raise capital and on its liquidity and financial condition; |
|
Lowering of one or more of the insurer financial strength ratings of LNCs insurance subsidiaries and the adverse impact such action may have on the premium writings, policy retention and profitability of its insurance subsidiaries; |
|
Significant credit, accounting, fraud or corporate governance issues that may adversely affect the value of certain investments in the portfolios of LNCs companies requiring that LNC realize losses on such investments; |
|
The impact of acquisitions and divestitures, restructurings, product withdrawals and other unusual items, including LNCs ability to integrate acquisitions and to obtain the anticipated results and synergies from acquisitions, including LNCs ability to successfully integrate Jefferson-Pilots businesses, to achieve the expected synergies from the merger or to achieve such synergies within our expected timeframe; |
|
The adequacy and collectibility of reinsurance that LNC has purchased; |
|
Acts of terrorism, war or other man-made and natural catastrophes that may adversely affect LNCs businesses and the cost and availability of reinsurance; |
|
Competitive conditions, including pricing pressures, new product offerings and the emergence of new competitors, that may affect the level of premiums and fees that LNC can charge for its products; |
|
The unknown impact on LNCs business resulting from changes in the demographics of LNCs client base, as aging baby-boomers move from the asset-accumulation stage to the asset-distribution stage of life; |
|
Loss of key management, portfolio managers in the Investment Management segment, financial planners or wholesalers; and |
|
Changes in general economic or business conditions, both domestic and foreign, that may be less favorable than expected and may affect foreign exchange rates, premium levels, claims experience, the level of pension benefit costs and funding and investment results. |
The risks included here are not exhaustive. Other sections of this report, LNCs quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the Securities and Exchange Commission (SEC) include additional factors that could impact LNCs business and financial performance, including Item 1A. Risk Factors, Item 7A. Quantitative and Qualitative Disclosures About Market Risk and the risk discussions included in this section under Critical Accounting Policies and Estimates, Consolidated Investments and Reinsurance, which are incorporated herein by reference. Moreover, LNC operates in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.
Further, it is not possible to assess the impact of all risk factors on LNCs business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, LNC disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report.
We are a holding company that operates multiple insurance and investment management businesses as well as a radio broadcasting business through subsidiary companies. Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions. These products include institutional and/or retail fixed and indexed annuities, variable annuities, universal life insurance (UL), variable universal life insurance (VUL), linked-benefit UL, term life insurance, mutual funds and managed accounts.
37
We provide products and services in four operating businesses: (1) Individual Markets; (2) Employer Markets; (3) Investment Management; and (4) Lincoln UK, and report results through six business segments. These operating businesses and their segments are described in Item 1. Business.
In 2007, we launched a broader life insurance and annuity unified product suite available to our distribution force. We have plans to launch the final unified variable life insurance product in the second quarter of 2008 after receiving appropriate regulatory approvals. In February 2008, we launched a new guaranteed minimum withdrawal benefit (GMWB), Lincoln Lifetime Income SM Advantage, which includes such features as a reduced minimum age for lifetime income eligibility; a 5% benefit enhancement in each year an owner does not take a withdrawal; a health care benefit; and a guaranteed minimum accumulation benefit.
Our individual products and services are distributed primarily through brokers, planners, agents and other intermediaries with sales and marketing support provided by approximately 650 wholesalers within Lincoln Financial Distributors (LFD), our wholesaling distributor. Our group products and services are distributed primarily through financial advisors, employee benefit brokers, third party administrators and other employee benefit firms with sales support provided by Lincolns Employer Markets group and retirement sales specialists. Our retail distributor, Lincoln Financial Network, offers LNC and non-proprietary products and advisory services through a national network of approximately 7,300 active producers who placed business with us within the last twelve months.
We offer creative product solutions that focus on how each part of a persons portfolio can provide income, accumulation, protection or leverage appropriately during the different phases of the retirement wealth cycle. We believe that our Retirement Income Security Venture (RISV), a group of individuals from within our organization, is focused on anticipating future needs and developing solutions to meet those opportunities during the different phases. We believe that the baby-boomer generation reaching retirement age will present an emerging opportunity for companies like ours that offer products allowing baby-boomers to better manage their wealth accumulation, retirement income and wealth transfer needs and to protect their assets through risk transfer product features. Retirement income security represents all of the risks at various stages of the wealth management cycle, not just the risk of outliving income during retirement. According to industry studies, by 2012, it is estimated that there will be over $1 trillion of money in motion each and every year as retirees begin to withdraw funds from their retirement vehicles and the retirees will need a strategy to manage those funds. We expect that these retirees will also be looking for the ability to transfer risk of their financial retirement decisions from themselves to someone else, and we believe the insurance industry is uniquely positioned to transfer those risks.
Within the Individual Markets variable annuity business, our Lincoln SmartSecurity ® Advantage, with its one-year reset feature, including the Lifetime withdrawal benefit introduced in 2006, and five-year reset feature, contributed to our growth with elections of these riders totaling 41% of deposits in 2007. We also offer a patented annuity product feature, i4LIFE ® , which we introduced a few years ago to meet the needs of baby-boomers for retirement income as they enter the retirement phase of their life cycle. The i4LIFE ® Advantage product offers a guaranteed minimum income benefit (GIB) rider, which can be elected to provide a floor to the amount of income available from the annuity during retirement. In 2007, elections of i4LIFE ® were $2.4 billion, an increase of $786 million over 2006. Additionally, in 2006, we introduced 4LATER ® to meet the needs of baby-boomers who are not ready for retirement but are ready to plan for it. In 2007, deposits of 4LATER ® were approximately $2.0 billion. We also offer a fixed indexed annuity, which offers upside growth from equity markets with fixed return protection.
In our Individual Markets - Life Insurance segment, we are in a competitive marketplace, especially related to life insurance products with secondary guarantees. This product requires us to maintain risk management and pricing discipline, which is especially important in the competitive environment. Sales of insurance products with such guarantees comprised 70% of our life insurance sales in 2007. The statutory reserving requirements for these products are such that it is necessary for us to utilize capital market solutions to manage the level of reserves held in our domestic life insurance companies. As a result, as discussed in Recent Developments below, we completed a transaction that enabled us to release approximately $300 million of capital in 2007 from one of our insurance subsidiaries under Actuarial Guideline 38 (AXXX).
Our Employer Markets business has more than $42.6 billion in account values, including $36.1 billion for Defined Contribution. This business unit provides us the platform to benefit from the movement in the marketplace by employees away from the traditional defined benefit pension plans towards voluntary defined contribution plans, such as 401(k)s and 403(b)s, and the increase in voluntary group life and disability has also provided for a convergence of distribution strategies. We also believe that there are opportunities to capitalize on revenue synergies by leveraging our Group Protections group business with Retirement Products defined contribution platform for a single employer solution. We also believe that the Pension Protection Act of 2006 (PPA) will benefit the Employer Markets business. Our oldest block of business in our Retirement Products segment is in run-off mode, and a substantial increase in new deposit production will be necessary to maintain earnings at current levels.
As our businesses and products are complex, so is the manner in which we derive income. For a discussion on how we derive our revenues, see our discussion in results of operations by segment below.
38
Going into 2008, we expect our major challenges to include:
|
Continuation of volatility in the capital markets; |
|
Continuation of decline in the economy or a recession; |
|
Success of our unified product portfolio and marketplace acceptance of new variable annuity features that will help maintain our competitive position; |
|
Continuation of the low interest rate environment, which creates a challenge for our products that generate investment margin profits, such as fixed annuities and UL; |
|
Continuation of competitive pressures in the life insurance and annuity marketplace and regulatory scrutiny of the life and annuity industry, which may lead to higher product costs and negative perceptions about the industry; |
|
Continuation of the successful expansion of our wholesale distribution businesses; |
|
Ability to improve financial and sales results and increase scale in our Employer Markets business; |
|
Ability to generate tangible results from RISV; and |
|
Continuation of focus by the government on tax reform, which may impact our products. |
In the face of these challenges, we expect to focus on the following throughout 2008:
|
Continue to significantly invest in expanding our distribution in each of our core Individual Markets, Investment Management and Employer Markets businesses; |
|
Continue near term product development in our manufacturing units and future product development initiatives in our RISV unit related to the evolving retirement income security marketplace; |
|
Explore strategies to increase scale in our Employer Markets - Defined Contribution and Investment Management segments; |
|
Further embed financial and execution discipline throughout our operations by using technology and making other investments to improve operating effectiveness and lower unit costs; and |
|
Substantially complete the remaining platform and system consolidations necessary to achieve the final portion of integration cost saves as well as prepare us for more effective customer interaction in the future. |
We continue to be influenced by a variety of trends that affect the industry.
Financial Environment
The level of long-term interest rates and the shape of the yield curve can have a negative impact on the demand for and the profitability of spread-based products such as fixed annuities and UL. A flat or inverted yield curve and low long-term interest rates will be a concern if new money rates on corporate bonds are lower than overall life insurer investment portfolio yields. Equity market performance can also impact the profitability of life insurers, as product demand and fee revenue from variable annuities and fee revenue from pension products tied to separate account balances often reflect equity market performance. Since mid-2007, the capital markets have experienced uncertainty in consumer credit related to sub-prime loans, which has contributed to increased credit losses and illiquidity. This uncertainty has also contributed to significant volatility in the equity markets and has raised fears of recession. A steady economy is important as it provides for continuing demand for insurance and investment-type products. Insurance premium growth, with respect to life and disability products, for example, is closely tied to employers total payroll growth. Additionally, the potential market for these products is expanded by new business creation.
Demographics
In the coming decade, a key driver shaping the actions of the insurance industry will be the rising income protection, wealth accumulation and needs of the retiring baby-boomers. As a result of increasing longevity, retirees will need to accumulate sufficient savings to finance retirements that may span 30 or more years. Helping the baby-boomers to accumulate assets for retirement and subsequently to convert these assets into retirement income represents an opportunity for the insurance industry.
Insurers are well positioned to address the baby-boomers rapidly increasing need for savings tools and for income protection. We believe that, among insurers, those with strong brands, high financial strength ratings and broad distribution, are best positioned to capitalize on the opportunity to offer income protection products to baby-boomers.
Moreover, the insurance industrys products and the needs they are designed to address are complex. We believe that individuals approaching retirement age will need to seek information to plan for and manage their retirements and that, in the workplace, as employees take greater responsibility for their benefit options and retirement planning, they will need information about their possible individual needs. One of the challenges for the insurance industry will be the delivery of this information in a cost effective manner.
39
Competitive Pressures
The insurance industry remains highly competitive. The product development and product life cycles have shortened in many product segments, leading to more intense competition with respect to product features. Larger companies have the ability to invest in brand equity, product development, technology and risk management, which are among the fundamentals for sustained profitable growth in the life insurance industry. In addition, several of the industrys products can be quite homogeneous and subject to intense price competition. Sufficient scale, financial strength and financial flexibility are becoming prerequisites for sustainable growth in the life insurance industry. Larger market participants tend to have the capacity to invest in additional distribution capability and the information technology needed to offer the superior customer service demanded by an increasingly sophisticated industry client base.
Regulatory Changes
The insurance industry is regulated at the state level, with some products and services also subject to federal regulation. As life insurers introduce new and often more complex products, regulators refine capital requirements and introduce new reserving standards for the life insurance industry. Regulations recently adopted or currently under review can potentially impact the reserve and capital requirements of the industry. In addition, regulators have undertaken market and sales practice reviews of several markets or products, including indexed annuities, variable annuities and group products.
Pension Plans
On August 17, 2006, President Bush signed the PPA into law. This act is considered to be the most sweeping pension legislation since the adoption of the Employee Retirement Income Security Act of 1974 on September 2, 1974. The provisions of the PPA may have a significant impact on demand for pension, retirement savings and lifestyle protection products in both the institutional and retail markets. This legislation, while not immediate, may have a positive impact on the life insurance and financial services industries in the future.
On October 9, 2007, we issued $375 million aggregate principal amount of our 6.30% Senior Notes due October 9, 2037. We contributed the net proceeds of approximately $370 million from the offering to a new wholly-owned insurance subsidiary. This new subsidiary was created for the purpose of reinsuring the policy liabilities of our existing insurance affiliates, primarily related to statutory reserves on UL products with secondary guarantees. These reserves are calculated under prevailing statutory reserving requirements as promulgated under AXXX. The transaction released approximately $300 million of capital previously supporting our UL products with secondary guarantees. We intend to use the released capital for general corporate purposes, including for share repurchase and supporting future business growth.
For details surrounding the 2007 transactions pertaining to our media and fixed income investment management businesses, see Acquisition and Dispositions below.
Critical Accounting Policies and Estimates
We have identified the accounting policies below as critical to the understanding of our results of operations and our financial position. In applying these critical accounting policies in preparing our financial statements, management must use significant assumptions, estimates, and judgments and estimates concerning future results or other developments, including the likelihood, timing or amount of one or more future events. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our assumptions, estimates and judgments based upon historical experience and various other information that we believe to be reasonable under the circumstances. For a detailed discussion of other significant accounting policies, see Note 1.
DAC, VOBA, DSI and DFEL
Accounting for intangible assets requires numerous assumptions, such as estimates of expected future profitability for our operations and our ability to retain existing blocks of life and annuity business in force. Our accounting policies for DAC, VOBA, DSI and DFEL impact the Individual Markets - Annuities, Individual Markets - Life Insurance, Employer Markets - Retirement Products, Employer Markets - Group Protection and Lincoln UK segments.
Acquisition costs for variable annuity and deferred fixed annuity contracts and UL and VUL policies, which are accounted for under SFAS No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments (SFAS 97), are amortized over the lives of the contracts in relation to the incidence of estimated gross profits (EGPs) derived from the contracts. Acquisition costs are those costs that vary with and are
40
primarily related to new or renewal business. These costs include commissions and other expenses that vary with new business volume. The costs that we defer are recorded as an asset on our Consolidated Balance Sheets as DAC for products we sold or VOBA for books of business we acquired. In addition, we defer costs associated with DSI and revenues associated with DFEL. DFEL is a liability included within other contract holder funds on our Consolidated Balance Sheets, and when amortized, increases product expense charge revenues and income. DSI is included within other assets on our Consolidated Balance Sheets and, when amortized, increases interest credited and reduces income.
EGPs vary based on a number of sources including policy persistency, mortality, fee income, investment margins, expense margins and realized gains and losses on investments, including assumptions about the expected level of credit-related losses. Each of these sources of profit is, in turn, driven by other factors. For example, assets under management and the spread between earned and credited rates drive investment margins; net amount at risk (NAR) drives the level of cost of insurance (COI) charges and reinsurance premiums. The level of separate account assets under management is driven by changes in the financial markets (equity and bond markets, hereafter referred to collectively as equity markets) and net flows. Realized gains and losses on investments include amounts resulting from differences in the actual level of impairments and the levels assumed in calculating EGPs.
Our DAC, VOBA, DSI and DFEL balances (in millions) by business segment as of December 31, 2007, were as follows:
Individual Markets | Employer Markets | ||||||||||||||||||||
Annuities |
Life
Insurance |
Retirement
Products |
Group
Protection |
Lincoln
UK |
Other
Operations |
Total | |||||||||||||||
DAC and VOBA |
$ | 2,477 | $ | 5,409 | $ | 797 | $ | 123 | $ | 772 | $ | 2 | $ | 9,580 | |||||||
DSI |
279 | | | | | | 279 | ||||||||||||||
Total |
2,756 | 5,409 | 797 | 123 | 772 | 2 | 9,859 | ||||||||||||||
DFEL |
131 | 649 | 24 | | 379 | | 1,183 | ||||||||||||||
Net total |
$ | 2,625 | $ | 4,760 | $ | 773 | $ | 123 | $ | 393 | $ | 2 | $ | 8,676 | |||||||
Note: | The above table includes DAC and VOBA amortized in accordance with SFAS No. 60, Accounting and Reporting by Insurance Enterprises (SFAS 60). Under SFAS 60, acquisition costs for traditional life insurance and Group Protections products, which include whole life and term life insurance policies and group life, dental and disability policies, are amortized over periods of 10 to 30 years for life products and up to 15 years for group products on either a straight-line basis or as a level percent of premium of the related policies depending on the block of business. No DAC is being amortized under SFAS 60 for fixed and variable payout annuities. |
The adoption of Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1) on January 1, 2007, increased DAC and VOBA amortization, net of deferrals by approximately $11 million. The adoption of this new guidance primarily impacts our Individual Markets - Annuities and Employer Markets - Group Protection businesses, and our accounting policies regarding the assumptions for lapsation used in the amortization of DAC and VOBA. For a detailed discussion of SOP 05-1, see Note 2.
On a quarterly basis, we may record an adjustment to the amounts included within our Consolidated Balance Sheets for DAC, VOBA, DSI and DFEL with an offsetting benefit or charge to revenue or expense for the impact of the difference between the estimates of future gross profits used in the prior quarter and the emergence of actual and updated estimates of future gross profits in the current quarter (retrospective unlocking). In addition, in the third quarter of each year, we conduct our annual comprehensive review of the assumptions and the projection models used for our estimates of future gross profits underlying the amortization of DAC, VOBA, DSI and DFEL and the calculations of the embedded derivatives and reserves for annuity and life insurance products with certain guarantees. These assumptions include investment margins, mortality, retention and rider utilization. Based on our review, the cumulative balances of DAC, VOBA, DSI and DFEL, included on our Consolidated Balance Sheets, are adjusted with an offsetting benefit or charge to revenue or amortization expense to reflect such change (prospective unlocking). The distinction between these two types of unlocking is that retrospective unlocking is driven by the emerging experience period-over-period, while prospective unlocking is driven by changes in assumptions or projection models related to estimated future gross profits.
41
The increase (decrease) to income from operations by business segment from our prospective unlocking (in millions) was as follows:
DFEL (1) |
DAC
and VOBA (2) |
DSI (3) |
GMDB
and Life Reserves (4) |
Guarantee
Embedded Derivative (4) |
Total | ||||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||||||||
2007 | |||||||||||||||||||||||
Individual Markets: |
|||||||||||||||||||||||
Annuities |
$ | (1 | ) | $ | 8 | $ | 1 | $ | (1 | ) | $ | 1 | $ | 8 | |||||||||
Life Insurance |
18 | (13 | ) | | | | 5 | ||||||||||||||||
Employer Markets: |
|||||||||||||||||||||||
Defined Contribution |
| (2 | ) | | | | (2 | ) | |||||||||||||||
COLI and BOLI |
| (1 | ) | | | | (1 | ) | |||||||||||||||
Lincoln UK |
3 | (1 | ) | | | | 2 | ||||||||||||||||
Total |
$ | 20 | $ | (9 | ) | $ | 1 | $ | (1 | ) | $ | 1 | $ | 12 | |||||||||
2006 | |||||||||||||||||||||||
Individual Markets: |
|||||||||||||||||||||||
Annuities |
$ | (2 | ) | $ | 1 | $ | 1 | $ | 2 | $ | | $ | 2 | ||||||||||
Life Insurance |
(1 | ) | (9 | ) | | (10 | ) | | (20 | ) | |||||||||||||
Employer Markets: |
|||||||||||||||||||||||
Defined Contribution |
| 5 | | | | 5 | |||||||||||||||||
COLI and BOLI |
| (1 | ) | | | | (1 | ) | |||||||||||||||
Lincoln UK |
(8 | ) | 2 | | | | (6 | ) | |||||||||||||||
Total |
$ | (11 | ) | $ | (2 | ) | $ | 1 | $ | (8 | ) | $ | | $ | (20 | ) | |||||||
2005 | |||||||||||||||||||||||
Individual Markets: |
|||||||||||||||||||||||
Annuities |
$ | 1 | $ | 22 | $ | 1 | $ | 5 | $ | (7 | ) | $ | 22 | ||||||||||
Life Insurance |
(13 | ) | 16 | | | | 3 | ||||||||||||||||
Employer Markets: |
|||||||||||||||||||||||
Defined Contribution |
| 14 | | | | 14 | |||||||||||||||||
COLI and BOLI |
(1 | ) | 1 | | | | | ||||||||||||||||
Lincoln UK |
6 | 6 | | | | 12 | |||||||||||||||||
Total |
$ | (7 | ) | $ | 59 | $ | 1 | $ | 5 | $ | (7 | ) | $ | 51 | |||||||||
(1) |
Reported in insurance fees on our Consolidated Statements of Income. |
(2) |
Reported in underwriting, acquisition, insurance and other expenses on our Consolidated Statements of Income. |
(3) |
Reported in interest credited on our Consolidated Statements of Income. |
(4) |
Reported in benefits on our Consolidated Statements of Income. |
The impact of prospective unlocking on income from operations included a $28 million increase from assumption changes net of a $16 million decrease from model refinements for 2007, an $18 million decrease from assumption changes and a $2 million decrease from model refinements for 2006 and a $50 million increase from assumption changes and a $1 million increase from model refinements for 2005. The 2006 amounts also reflect our harmonization of several assumptions and related processes as a result of our merger with Jefferson-Pilot. The effects varied by segment and are discussed further in the respective segment discussions below.
Because equity market movements have a significant impact on the value of variable annuity and unit-linked accounts (contracts written in the U.K. similar to U.S. produced variable life and annuity products) and the fees earned on these accounts, EGPs could increase or decrease with movements in the equity markets. Significant and sustained changes in equity markets could therefore have an impact on DAC, VOBA, DSI and DFEL amortization for our variable annuity, annuity-based 401(k) business and unit-linked business, but have significantly less impact on DAC, VOBA and DFEL amortization for our life insurance business because approximately 82% of their account values pertain to interest sensitive products, such as UL and interest-sensitive whole life. Our assumption for the long-term annual gross growth rate of the equity markets used in the determination of DAC amortization is 9%, which is reduced by mortality and expense charges and asset management charges.
42
As equity markets do not move in a systematic manner, we use a reversion to the mean (RTM) process to compute our best estimate long-term gross growth rate assumption. Under our current RTM process, on each valuation date, future EGPs are projected using stochastic modeling of a large number of future equity market scenarios in conjunction with best estimates of lapse rates, interest rate spreads and mortality to develop a statistical distribution of the present value of future EGPs for our variable annuity, annuity-based 401(k) and unit-linked product blocks of business. This process is not applied to our life insurance and fixed annuity businesses, as equity market performance does not have as significant of an impact on these products. Because future equity market returns are unpredictable, the underlying premise of this process is that best estimate projections of future EGPs, as required by SFAS 97, need not be affected by random short-term and insignificant deviations from expectations in equity market returns. However, long-term or significant deviations from expected equity market returns require a change to best estimate projections of EGPs and prospective unlocking of DAC, VOBA, DSI and DFEL. The statistical distribution is designed to identify when the equity market return deviations from expected returns have become significant enough to warrant a change of the future equity return EGP assumption. As an illustration of the potential impact, given where our best estimate of EGPs for the Individual Markets - Annuities and Employer Markets - Defined Contribution segments were positioned in the range as of December 31, 2007, if we were to reset the RTM to a gross variable account growth assumption representing the midpoint between the first of the two statistical ranges and the mean of the projections from December 31, 2007, forward in determining revised EGPs, we estimate it would result in a cumulative favorable prospective unlocking of approximately $124 million, pre-tax ($81 million, after-tax).
The stochastic modeling performed for our variable annuity blocks of business as described above is used to develop a range of reasonably possible future EGPs. We compare the range of the present value of the future EGPs from the stochastic modeling to that used in our amortization model. A set of intervals around the mean of these scenarios is utilized to calculate two separate statistical ranges of reasonably possible EGPs. These intervals are compared to the present value of the EGPs used in the amortization model. If the present value of EGP assumptions utilized for amortization were to exceed the margin of the reasonable range of statistically calculated EGPs, a revision of the EGPs used to calculate amortization would occur. If a revision is deemed necessary, future EGPs would be re-projected using the current account values at the end of the period during which the revision occurred along with a revised long-term annual equity market gross return assumption such that the re-projected EGPs would be our best estimate of EGPs.
Notwithstanding these intervals, if a severe decline or advance in equity markets were to occur or should other circumstances, including contract holder activity, suggest that the present value of future EGPs no longer represents our best estimate, we could determine that a revision of the EGPs is necessary. A severe decline or advance in equity markets would involve a sustained change from December 31, 2007 levels.
Our practice is not necessarily to unlock immediately after exceeding the first of the two statistical ranges, but, rather, if we stay between the first and second statistical range for several quarters, we would likely unlock. Additionally, if we exceed the ranges as a result of a short-term market reaction, such as we saw after the events of September 11, 2001, we would not necessarily unlock. However, if the second statistical range is exceeded for more than one quarter, it is likely that we would unlock. While this approach reduces adjustments to DAC, VOBA, DSI and DFEL due to short-term equity market fluctuations, significant changes in the equity markets that extend beyond one or two quarters could result in a significant favorable or unfavorable unlocking.
Our long-term equity market growth assumption rate is 9%, which is used in the determination of DAC, VOBA, DSI and DFEL amortization for the variable component of our variable annuity products, as this component is primarily related to underlying investments in equity funds within the separate accounts. This variable appreciation rate is before the deduction of our contract fees. For business issued in years prior to 2005 for the Individual Markets - Annuities segment and a portion of the Employer Markets - Defined Contribution segment, the assumed annual variable appreciation rate is 5.11% as of December 31, 2007. It remains 5.11% for the subsequent 9-month period and is then 9% thereafter. The actual variable appreciation rate in recent years has been higher than the assumed rate. As a result, we are more likely to unlock from positive variable performance rather than from negative returns from December 31, 2007. Given our position within the range around our best estimate of EGPs for the Individual Markets - Annuities and the Employer Markets - Defined Contribution segments as of December 31, 2007, a one-quarter equity market movement of positive 10% would bring us to the first of the two statistical ranges while a one-quarter equity market movement of positive 30% would bring us to the second of the two ranges for these segments. Subsequent equity market performance that would keep us at or move us beyond the first statistical range would likely result in favorable unlocking. Negative equity market performance would have to be significantly greater than the above percentages for us to exceed the lower end of the two statistical ranges.
Goodwill and Other Intangible Assets
Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets with indefinite lives are not amortized, but are subject to impairment tests conducted at least annually. Intangibles that do not have indefinite lives are amortized over their estimated useful lives.
43
The valuation techniques we use to estimate the fair value of the group of assets comprising the different reporting units varies based on the characteristics of each reporting units business and operations. A market-based valuation technique that focuses on price-to-earnings multiplier and the segment-level operating income is used for the Individual Markets and Employer Markets segments and the remaining media business that is now reported in Other Operations. For the Lincoln UK segment, a discounted cash flow model is utilized to determine the fair value. A valuation technique combining multiples of revenues, earnings before interest, taxes, depreciation and amortization and assets under management is used to assess the goodwill in our Investment Management segment. We use October 1 as the annual review date for impairment. The results of the tests performed as of October 1, 2007, 2006 and 2005, indicated that we did not have impaired goodwill or other intangibles. The tests performed on our media properties as of October 1, 2007, only included our San Diego, Denver, Atlanta and Miami radio stations (station clusters) within Other Operations as the other media properties are identified as held for sale. For details surrounding the 2007 dispositions of our media properties, see Acquisition and Dispositions below.
Investments
Our primary investments are in fixed maturity securities, including corporate and government bonds, asset and mortgage-backed securities and redeemable preferred stock, and equity securities, mortgage loans and policy loans. All our fixed maturity and equity securities are classified as available-for-sale as defined in SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, except for those securities supporting certain reinsurance transactions which are classified as trading securities. Available-for-sale securities are carried at fair value with the difference from amortized cost included in stockholders equity as a component of accumulated other comprehensive income. The difference is net of related DAC, VOBA, DSI and DFEL and amounts that would be credited to contract holders, if realized, and taxes.
Investment Valuation
Fair values for fixed maturity securities are based on quoted market prices, where available. For fixed maturity securities that are not actively traded, fair values are estimated using values obtained from independent pricing services. The fair values for equity securities are based on quoted market prices. Fair values for private securities are estimated by: (1) a matrix process that employs discounting expected future cash flows using a current market rate applicable to the coupon rate, credit quality, industry sector and maturity of the investments; (2) third party-supplied prices or secondary market transactions; and (3) applying professional judgment to arrive at the fair value based upon prices of public or non-public securities of similarly situated issuers.
Write-Downs for Other-Than-Temporary Impairments and Allowance for Losses
The criteria for determining whether or not a security is impaired is not based upon a permanent impairment standard, but rather an other-than-temporary impairment standard. Under the other-than-temporary criteria, we could have a security that we believe is likely to recover its value over time, but we would still be required to record an impairment write-down under GAAP. Determining whether or not a decline in current fair values for securities classified as available-for-sale is other-than-temporary can frequently involve a variety of assumptions and estimates, particularly for investments that are not actively traded on established markets. For instance, assessing the value of some investments requires an analysis of expected future cash flows. Some investment structures, such as collateralized debt obligations, often represent selected tranches collateralized by underlying investments in a wide variety of issuers and security types.
Factors we consider in determining whether declines in the fair value of fixed maturity securities are other-than-temporary include: 1) the significance of the decline; 2) our ability and intent to retain the investment for a sufficient period of time for it to recover to an amount at least equal to its carrying value; 3) the time period during which there has been a significant decline in value; and 4) fundamental analysis of the liquidity, business prospects and overall financial condition of the issuer. Based upon these factors, securities that have indications of potential impairment are subject to intensive review. Where such analysis results in a conclusion that declines in fair values are other-than-temporary, the security is written down to fair value. The fixed maturity securities to which these write-downs apply were generally of investment grade at the time of purchase, but were subsequently downgraded by rating agencies to below-investment grade. Another key factor in whether a write-down for impairment is necessary is our intent or ability to hold to recovery or maturity. In the event that we determine that we do not have the intent or ability to hold to recovery or maturity, we are required to write down the security. A write-down is necessary even in situations where the unrealized loss is not due to an underlying credit issue, but may be solely related to the impact of changes in interest rates on the fair value of the security. See Note 19 for a general discussion of the methodologies and assumptions used to determine estimated fair values.
For certain securitized fixed maturity securities with contractual cash flows, including asset-backed securities, we use our best estimate of cash flows for the life of the security to determine whether there is an other-than-temporary impairment of the security as required under Emerging Issues Task Force Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets, and we review for other indicators of impairment as required by FASB Staff Position 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.
44
Based on our evaluation of securities with an unrealized loss as of December 31, 2007, we do not believe that any additional other-than-temporary impairment losses, other than those already reflected in the financial statements, are necessary. As of December 31, 2007, there were available-for-sale securities with unrealized losses totaling $1.2 billion, pre-tax, and prior to the impact on DAC, VOBA, DSI and other contract holder funds.
As the discussion above indicates, there are risks and uncertainties associated with determining whether declines in the fair value of investments are other-than-temporary. These include subsequent significant changes in general overall economic conditions, as well as specific business conditions affecting particular issuers, future financial market effects such as interest rate spreads, stability of foreign governments and economies, future rating agency actions and significant accounting, fraud or corporate governance issues that may adversely affect certain investments. In addition, there are often significant estimates and assumptions that we use to estimate the fair values of securities, including projections of expected future cash flows and pricing of private securities. We continually monitor developments and update underlying assumptions and financial models based upon new information.
Write-downs and allowances for losses on select mortgage loans on real estate, real estate and other investments are established when the underlying value of the property is deemed to be less than the carrying value. All mortgage loans that are impaired have an established allowance for credit loss. Changing economic conditions impact our valuation of mortgage loans. Increasing vacancies, declining rents and the like are incorporated into the discounted cash flow analysis that we perform for monitored loans and may contribute to the establishment of (or an increase in) an allowance for credit losses. In addition, we continue to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of current emphasis are the hotel mortgage loan portfolio and retail, office and industrial properties that have deteriorating credits or have experienced debt coverage reduction. Where warranted, we have established or increased loss reserves based upon this analysis.
Derivatives
To protect us from a variety of equity market and interest rate risks that are inherent in many of our life insurance and annuity products, we use various derivative instruments. Assessing the effectiveness of these hedging programs and evaluating the carrying values of the related derivatives often involve a variety of assumptions and estimates. We use derivatives to hedge equity market risks, interest rate risk and foreign currency exposures that are embedded in our annuity and life insurance product liabilities or investment portfolios. Derivatives held as of December 31, 2007, contain industry standard terms and are entered into with financial institutions with long-standing, superior performance records. Our accounting policies for derivatives and the potential impact on interest spreads in a falling rate environment are discussed in Item 7A. Quantitative and Qualitative Disclosures About Market Risk. See Note 5 for additional information on our accounting for derivatives.
Guaranteed Living Benefits
The Individual Markets - Annuities segment has a hedging strategy designed to mitigate the risk and statement of income volatility caused by changes in the equity markets, interest rates, and market implied volatilities associated with the Lincoln SmartSecurity ® Advantage GMWB feature and, beginning in the fourth quarter of 2006, our i4LIFE ® Advantage GIB feature that is available in our variable annuity products. In the second quarter of 2007, we also began hedging our 4LATER ® Advantage GIB feature available in our variable annuity products. These living benefit features are collectively referred to as guaranteed living benefits (GLBs). During 2007, we made adjustments to our hedging program to purchase longer dated volatility protection and increased our hedges related to volatility to better match liability sensitivities under SFAS 157. In addition, in early January 2008, we added our New York variable annuity business, with total account values of approximately $1.2 billion, to our hedge program. The hedging strategy is designed such that changes in the value of the hedge contracts move in the opposite direction of changes in the value of the embedded derivative of the GMWB and GIB features. This dynamic hedging strategy utilizes options on U.S.-based equity indices, futures on U.S.-based and international equity indices, variance swaps on U.S.-based equity indices, as well as interest rate futures and swaps. The notional amounts of the underlying hedge instruments are such that the magnitude of the change in the value of the hedge instruments due to changes in equity markets, interest rates, and implied volatilities is designed to offset the magnitude of the change in the fair value of the GMWB and GIB guarantees caused by those same factors. As of December 31, 2007, the embedded derivatives for GMWB, 4LATER ® Advantage GIB and the i4LIFE ® Advantage GIB were liabilities valued at $175 million, $48 million, and $29 million, respectively.
As part of our current hedging program, contract holder behavior and equity, interest rate and market implied volatility conditions are monitored on a daily basis. We rebalance our hedge positions based upon changes in these factors as needed. While we actively manage our hedge positions, our hedge positions may not be totally effective to offset changes in the embedded derivative caused by movements in these factors due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets, interest rates and market implied volatilities, realized market volatility, contract holder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments or our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off.
45
The following table presents our estimates of the potential instantaneous impact to income from operations, which could result from sudden changes that may occur in equity markets, interest rates and implied market volatilities (in millions) at the levels indicated in the table and excludes the net cost of operating the hedging program. The amounts represent the estimated difference between the change in GMWB and GIB reserves and the change in the value of the underlying hedge instruments after the amortization of DAC, VOBA, DSI and DFEL and taxes. These impacts do not include any estimate of retrospective or prospective unlocking that could occur. These estimates are based upon the recorded reserves for GMWB as of January 4, 2008, which includes the effects of changes related to the implementation of SFAS 157 and the related hedge instruments in place as of that date, along with additional vega (implied volatility) hedges that have been implemented to further close the vega shortfall that existed as of January 4, 2008. The impacts presented below are not representative of the aggregate impacts that could result if a combination of such changes to equity market returns, interest rates and implied volatilities occurred.
In-Force Sensitivities | ||||||||||||||||
-20% | -10% | -5% | 5% | |||||||||||||
Equity market return |
$ | (34 | ) | $ | (8 | ) | $ | (2 | ) | $ | (2 | ) | ||||
-50 bps | -25 bps | +25 bps | +50 bps | |||||||||||||
Interest rates |
$ | (4 | ) | $ | (1 | ) | $ | | $ | (1 | ) | |||||
-4% | -2% | 2% | 4% | |||||||||||||
Implied volatilities |
$ | (2 | ) | $ | (1 | ) | $ | | $ | (2 | ) |
|
The analysis is only valid as of this particular business day, due to changing market conditions, contract holder activity, hedge positions and other factors; |
|
The analysis assumes instantaneous shifts in the capital market factors and no ability to rebalance hedge positions prior to the market changes; |
|
Assumptions regarding shifts in the market factors, such as assuming parallel shifts in interest rate and implied volatility term structures, may be overly simplistic and not indicative of actual market behavior in stress scenarios; |
|
It is very unlikely that one capital market sector (e.g. equity markets) will sustain such a large instantaneous movement without affecting other capital market sectors; and |
|
The analysis assumes that there is no tracking or basis risk between the funds and/or indices affecting the GLBs and the instruments utilized to hedge these exposures. |
The following table shows the effect (dollars in millions) of indicated changes in instantaneous shifts in equity market returns, interest rate scenarios and market implied volatilities:
Assumptions of Changes In |
Hypothetical
Impact to Net Income |
|||||||||||
Equity
Market Return |
Interest
Rate Yields |
Market
Implied Volatilities |
||||||||||
Scenario 1 |
-5 | % | -12.5 bps | +1 | % | $ | (4 | ) | ||||
Scenario 2 |
-10 | % | -25.0 bps | +2 | % | (13 | ) | |||||
Scenario 3 |
-20 | % | -50.0 bps | +4 | % | (49 | ) |
Annuity Hedge Performance by Benefit Feature
A comparison of the costs of our guaranteed benefit features of our variable annuity products, net of the impacts of our hedge performance, related amortization of DAC, VOBA, DSI and DFEL and income taxes (i.e., earnings impact) by benefit feature (in millions) was as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
GLB |
$ | (36 | ) | $ | (4 | ) | $ | (2 | ) | NM | -100 | % | ||||||
GMDB (1) |
1 | 1 | 2 | 0 | % | -50 | % | |||||||||||
Total |
$ | (35 | ) | $ | (3 | ) | $ | | NM | NM | ||||||||
(1) |
Our reserves related to our guaranteed minimum death benefits (GMDB) are not accounted for as derivatives, and because of this, the quarterly changes in values for our GMDB reserves and the hedging contracts may not offset each other. |
NM - Not Meaningful
46
For additional information on our hedging results, see our discussion in Individual Markets - Annuities - Benefits below.
S&P 500 Index ® Benefits
We also have in place a hedging program for our indexed annuities and indexed UL. These contracts permit the holder to elect a fixed interest rate return or a return where interest credited to the contracts is linked to the performance of the S&P 500 Index ® . Contract holders may elect to rebalance among the various accounts within the product at renewal dates, either annually or biannually. At the end of each 1-year or 2-year indexed term we have the opportunity to re-price the indexed component by establishing different caps, spreads or specified rates, subject to contractual guarantees. We purchase options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. The mark-to-market of the options held impacts net investment income and generally offsets the change in value of the embedded derivative within the indexed annuity, which is recorded as a component of interest credited to contract holders. SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), requires that we calculate fair values of index options we may purchase in the future to hedge contract holder index allocations in future reset periods. These fair values represent an estimate of the cost of the options we will purchase in the future, discounted back to the date of the balance sheet, using current market indicators of volatility and interest rates. Changes in the fair values of these liabilities are included as a component of interest credited to contract holders.
Future Contract Benefits and Other Contract Holder Obligations
Reserves
Reserves are the amounts that, with the additional premiums to be received and interest thereon compounded annually at certain assumed rates, are calculated to be sufficient to meet the various policy and contract obligations as they mature. Establishing adequate reserves for our obligations to contract holders requires assumptions to be made regarding mortality and morbidity. The applicable insurance laws under which insurance companies operate require that they report, as liabilities, policy reserves to meet future obligations on their outstanding contracts. These laws specify that the reserves shall not be less than reserves calculated using certain specified mortality and morbidity tables, interest rates, and methods of valuation.
The reserves reported in our financial statements contained herein are calculated in accordance with GAAP and differ from those specified by the laws of the various states and carried in the statutory financial statements of the life insurance subsidiaries. These differences arise from the use of mortality and morbidity tables, interest, persistency and other assumptions that we believe to be more representative of the expected experience for these contracts than those required for statutory accounting purposes and from differences in actuarial reserving methods. For example, in September 2006, the National Association of Insurance Commissioners (NAIC) adopted a revision, often referred to as the interim solution, to AXXX, the statutory reserve requirements for UL products with secondary guarantees, which impacts such business written after the effective date of January 1, 2007. There was no impact to GAAP reserves or results of operations as a result of AXXX.
The assumptions on which reserves are based are intended to represent an estimation of experience for the period that policy benefits are payable. If actual experience is better than or equal to the assumptions, then reserves should be adequate to provide for future benefits and expenses. If experience is worse than the assumptions, additional reserves may be required. This would result in a charge to our net income during the period the increase in reserves occurred. The key experience assumptions include mortality rates, policy persistency and interest rates. We periodically review our experience and update our policy reserves for new issues and reserve for all claims incurred, as we believe appropriate.
GMDB
The reserves related to the GMDB features available in our variable annuity products are based on the application of a benefit ratio to total assessments related to the variable annuities. The level and direction of the change in reserves will vary over time based on the emergence of the benefit ratio (which is based on both historical and projected future level of benefits) and the level of assessments (both historical and projected) associated with the variable annuity.
We utilize a delta hedging strategy for variable annuity products with a GMDB feature, which uses futures on U.S.-based equity market indices to hedge against movements in equity markets. The hedging strategy is designed such that changes in the value of the hedge contracts move in the opposite direction of equity market driven changes in the reserve for GMDB contracts subject to the hedging strategy. Because the GMDB reserves are based upon projected long-term equity market return assumptions, and since the value of the hedging contracts will reflect current capital market conditions, the quarterly changes in values for the GMDB reserves and the hedging contracts may not offset each other on an exact basis. Despite these short-term fluctuations in values, we intend to continue to hedge our long-term GMDB exposure in order to mitigate the risk associated with falling equity markets. Account balances covered in this hedging program, which excludes the Alliance mutual fund business, combined with account balances for which there is no death benefit represent approximately 94% of total variable annuity account balances.
47
Deferred Gain on Sale of the Reinsurance Segment
In 2001, we sold our reinsurance operation to Swiss Re Life & Health America Inc. (Swiss Re). The transaction involved a series of indemnity reinsurance transactions combined with the sale of certain stock companies that comprised our reinsurance operation. The gain related to the indemnity reinsurance transactions was recorded as deferred gain in the liability section of our Consolidated Balance Sheets in accordance with the requirements of SFAS No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts (SFAS 113). The deferred gain is being amortized into income at the rate that earnings on the reinsured business are expected to emerge, over a period of 15 years. In addition, because we have not been relieved of our legal liabilities to the underlying ceding companies with respect to the portion of the business indemnity reinsured by Swiss Re, under SFAS 113, the reserves for the underlying reinsurance contracts as well as a corresponding reinsurance recoverable from Swiss Re will continue to be carried on our Consolidated Balance Sheets during the run-off period of the underlying reinsurance business. This is particularly relevant in the case of the exited personal accident reinsurance lines of business where the underlying reserves are based upon various estimates that are subject to considerable uncertainty.
Because of ongoing uncertainty related to personal accident business, the reserves related to these exited business lines carried on our Consolidated Balance Sheets as of December 31, 2007, may ultimately prove to be either excessive or deficient. For instance, in the event that future developments indicate that these reserves should be increased, we would record a current period non-cash charge to record the increase in reserves. Because Swiss Re is responsible for paying the underlying claims to the ceding companies, we would record a corresponding increase in reinsurance recoverable from Swiss Re. However, SFAS 113 does not permit us to take the full benefit in earnings for the recording of the increase in the reinsurance recoverable in the period of the change. Rather, we would increase the deferred gain recognized upon the closing of the indemnity reinsurance transaction with Swiss Re and would report a cumulative amortization catch-up adjustment to the deferred gain balance as increased earnings recognized in the period of change. Any amount of additional increase to the deferred gain above the cumulative amortization catch-up adjustment must continue to be deferred and will be amortized into income in future periods over the remaining period of expected run-off of the underlying business. No cash would be transferred between Swiss Re and us as a result of these developments.
Pension and Other Postretirement Benefit Plans
Pursuant to the accounting rules for our obligations to employees under our various pension and other postretirement benefit plans, we are required to make a number of assumptions to estimate related liabilities and expenses. We use assumptions for the weighted-average discount rate, expected return on plan assets and a salary increase assumption to estimate pension expense. The discount rate assumptions are determined using an analysis of current market information and the projected benefit flows associated with these plans. The expected long-term rate of return on plan assets is initially established at the beginning of the plan year based on historical and projected future rates of return and is the average rate of earnings expected on the funds invested or to be invested in the plan. The calculation of our accumulated postretirement benefit obligation also uses an assumption of weighted-average annual rate of increase in the per capita cost of covered benefits, which reflects a health care cost trend rate. See Note 16 for more information on our accounting for employee benefit plans.
Contingencies
Management establishes separate reserves for each contingent matter when it is deemed probable and can be reasonably estimated. The outcomes of contingencies, which relate to corporate litigation and regulatory matters, are inherently difficult to predict, and the reserves that have been established for the estimated settlement are subject to significant changes. It is possible that the ultimate cost to LNC including the tax-deductibility of payments could exceed the reserve by an amount that would have a material adverse effect on our consolidated results of operations or cash flows in a particular quarterly or annual period. See Note 13 for more information on our contingencies.
Stock-Based Incentive Compensation
Determining the fair value of stock options at the grant date requires judgment including estimates for the average risk-free interest rate, expected volatility, expected exercise behavior, expected dividend yield, and expected forfeitures. If any of those assumptions differ significantly from actual, stock-based compensation expense could be impacted, which could have a material effect on our consolidated results of operations in a particular quarterly or annual period. See Note 17 for more information on our stock-based incentive compensation plans.
Income Taxes
Management uses certain assumptions and estimates in determining the income taxes payable or refundable for the current year, the deferred income tax liabilities and assets for items recognized differently in its financial statements from amounts shown on its income tax returns, and the federal income tax expense. Determining these amounts requires analysis and interpretation of current tax laws and regulations. Management exercises considerable judgment in evaluating the amount and timing of recognition of the
48
resulting income tax liabilities and assets. These judgments and estimates are re-evaluated on a continual basis as regulatory and business factors change.
Changes to the Internal Revenue Code, administrative rulings or court decisions could increase our effective tax rate. In this regard, on August 16, 2007, the Internal Revenue Service (IRS) issued a revenue ruling which purports, among other things, to modify the calculation of separate account deduction for dividends received by life insurance companies. Subsequently, the IRS issued another revenue ruling that suspended the August 16 ruling and announced a new regulation project on the issue. The current separate account deduction for dividends calculation lowered the effective tax rate by approximately 4% for the year ended December 31, 2007.
We adopted FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement 109 (FIN 48) effective January 1, 2007, and recorded an increase in the liability for unrecognized tax benefits of $15 million in our Consolidated Balance Sheets, offset by a reduction to the beginning balance of retained earnings with no impact on net income. FIN 48 established criteria for recognizing or continuing to recognize only more-likely-than-not tax positions, which may result in federal income tax expense volatility in future periods. While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than our accrued position. Accordingly, additional provisions on federal and foreign tax-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved. For a detailed discussion of FIN 48, see Notes 2 and 6.
Impact of Equity Market Sensitivity
Due to the use of our RTM process and our hedging strategies as described in Critical Accounting Policies and Estimates above, we expect that in general, short-term fluctuations in the equity markets should not have a significant impact on our quarterly earnings from unlocking of assumptions for DAC, VOBA, DSI and DFEL, as we do not unlock our long-term equity market assumptions based upon short-term fluctuations in the equity markets. However, there is an impact to earnings from the effects of equity market movements on account values and assets under management and the related asset-based fees we earn on those assets net of related expenses we incur based upon the level of assets. The table below presents our estimate of the annual, after-tax, after-DAC, impact on income from operations, from a 1% change in the equity markets (in millions), excluding any impact related to sales, prospective and retrospective unlocking, persistency, hedge program performance or customer behavior caused by the equity market change.
Segment |
Relevant Measure |
Impact per
1% Change |
|||
Investment Management |
Composite of Equity Assets (1) | $ | 2 | ||
Individual Markets - Annuities |
Average daily change in the S&P 500 | 4 | |||
Employer Markets - Defined Contribution |
Average daily change in the S&P 500 | 1 | |||
Lincoln UK |
Average daily change in the FTSE 100 | |
(1) |
The estimated annual after-tax effect on advisory fees noted above is based on a 1% increase in overall Investment Management equity-based assets. The Investment Management segment manages equity-based assets of varying styles (growth, value, blend and international) and underlying products (mutual funds, institutional accounts, insurance separate accounts, etc.). No single equity benchmark is an accurate predictor of the change in fee revenue for this segment. |
The earnings impact summarized above is an expected annual effect. The result of the above factor should be multiplied by 25% to arrive at an estimated quarterly effect. The effect of quarterly equity market changes upon fee revenues and asset-based expenses will not be fully recognized in the current quarter due to the fact that fee revenues are earned and related expenses are incurred based upon daily variable account values. The difference between the current period average daily variable account values compared to the end of period variable account values impacts fee revenues in subsequent periods. This discussion concerning the estimated effects of ongoing equity market volatility on the fees we earn from account values and assets under management is intended to be illustrative. Actual effects may vary depending on a variety of factors, many of which are outside of our control, such as changing customer behaviors that might result in changes in the mix of our business between variable and fixed annuity contracts, switching between investment alternatives available within variable products, changes in sales production levels or changes in policy persistency. For purposes of this guidance, the change in account values is assumed to correlate with the change in the relevant index. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk - Fee Revenues for additional information of the effect of equity markets on fee revenues.
49
Acquisition
On April 3, 2006, Jefferson-Pilot, a financial services and broadcasting holding company, merged with and into one of our wholly owned subsidiaries. Through its subsidiaries, Jefferson-Pilot provided products and services in four major businesses: (1) life insurance; (2) annuities and investment products; (3) group life, disability and dental insurance; and (4) broadcasting and sports programming production and distribution. This merger increased our distribution breadth through retail distribution channels and increased our capital position to support growth. This acquisition was accounted for using the purchase method of accounting, and, beginning on April 3, 2006, our consolidated financial statements include the results of operations and financial condition of Jefferson-Pilot, after being adjusted for the effects of purchase accounting.
The following summarizes the fair value of certain assets acquired and liabilities assumed (in millions) as of the acquisition date:
Fair Value Acquired as of the Acquisition Date | |||||||||||||||
Investments | VOBA | Goodwill |
Identifiable
Intangible Assets |
Contract
Liabilities |
|||||||||||
Business Segments | |||||||||||||||
Individual Markets: |
|||||||||||||||
Life Insurance |
$ | 11,896 | $ | 1,767 | $ | 1,346 | $ | 100 | $ | 11,636 | |||||
Annuities |
9,767 | 460 | 1,002 | | 9,399 | ||||||||||
Total Individual Markets |
21,663 | 2,227 | 2,348 | 100 | 21,035 | ||||||||||
Employer Markets: |
|||||||||||||||
Retirement Products - Executive Benefits |
2,964 | 143 | | | 2,804 | ||||||||||
Group Protection |
1,790 | 116 | 274 | | 1,179 | ||||||||||
Total Employer Markets |
4,754 | 259 | 274 | | 3,983 | ||||||||||
Lincoln Financial Media (former segment) |
| | 702 | 670 | |||||||||||
Other Operations |
1,493 | | | | 1,623 | ||||||||||
$ | 27,910 | $ | 2,486 | $ | 3,324 | $ | 770 | $ | 26,641 | ||||||
For additional information, see Note 3.
Dispositions
Media Business
On June 7, 2007, we announced plans to explore strategic options for our former business segment, Lincoln Financial Media. During the fourth quarter 2007, we decided to divest our television and Charlotte radio broadcasting and sports programming businesses, and, on November 12, 2007, we signed agreements to sell them. Accordingly, we have reported the results of these businesses as discontinued operations on our Consolidated Statements of Income and the assets and liabilities as held for sale on our Consolidated Balance Sheets for all periods presented. We continue to actively manage our investment in our remaining radio clusters to maximize station performance and future valuation, which are now being reported within Other Operations. For additional information, see Item 1. Business and Note 3.
The proceeds from the sale of the above media properties are expected to be used for repurchase of shares, repayment of debt and other strategic initiatives. In addition to the cash proceeds, this sale will affect the ongoing dividends from Lincoln Financial Media Company to the holding company, which totaled $44 million in 2007. The annual operating dividends are expected to be approximately $18 million, though 2008 may be slightly higher due to cash flow from discontinued operations prior to the closings on the sales of those properties. In addition, net income will be lower by approximately $7 million per quarter.
50
The results of operations of these businesses have been reclassified into income from discontinued operations for all periods presented on the Consolidated Statements of Income. The amounts (in millions) related to operations of these businesses, included in income from discontinued operations, were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Discontinued Operations Before Disposal | |||||||||||||||
Communications revenues, net of agency commissions |
$ | 144 | $ | 101 | $ | | 43 | % | NM | ||||||
Income from discontinued operations before disposal, before federal income taxes |
$ | 46 | $ | 33 | $ | | 39 | % | NM | ||||||
Federal income taxes |
16 | 12 | | 33 | % | NM | |||||||||
Income from discontinued operations before disposal |
30 | 21 | | 43 | % | NM | |||||||||
Disposal | |||||||||||||||
Gain on disposal |
57 | | | NM | NM | ||||||||||
Federal income taxes |
193 | | | NM | NM | ||||||||||
Loss on disposal |
(136 | ) | | | NM | NM | |||||||||
Income (loss) from discontinued operations |
$ | (106 | ) | $ | 21 | $ | | NM | NM | ||||||
The tax rate associated with the gain on disposal differs significantly from the amount computed by applying our U.S. federal income tax rate of 35% due primarily to the increase in taxable gain associated with the recognition of $363 million in basis difference attributable to goodwill.
Fixed Income Investment Management Business
During the fourth quarter of 2007, we sold certain institutional taxable fixed income business to an unaffiliated investment management company. Investment Management transferred $12.3 billion of assets under management as part of this transaction. Based upon the assets transferred as of October 31, 2007, the purchase price is expected to be no more than $49 million. We expect this transaction to decrease income from operations, relative to 2007, by approximately $3 million, after-tax, per quarter in 2008.
During the fourth quarter, we received $25 million of the purchase price, with additional scheduled payments over the next three years. We recorded an after-tax realized loss of $2 million on our Consolidated Statements of Income as a result of goodwill we attributed to this business. There were certain other pipeline accounts in process at the time of the transaction closing, and any adjustment to the purchase price, if necessary, will be determined at October 31, 2008.
Investment Management manages approximately $94.0 billion of fixed income assets with a team of 100 fixed income investment professionals. The transaction did not impact the fixed income team that manages our fixed income mutual funds or general account assets.
51
RESULTS OF CONSOLIDATED OPERATIONS
Net Income
Details underlying the consolidated results and assets under management (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Insurance premiums |
$ | 1,945 | $ | 1,406 | $ | 308 | 38 | % | NM | |||||||||
Insurance fees |
3,254 | 2,604 | 1,752 | 25 | % | 49 | % | |||||||||||
Investment advisory fees |
360 | 328 | 256 | 10 | % | 28 | % | |||||||||||
Net investment income |
4,384 | 3,981 | 2,702 | 10 | % | 47 | % | |||||||||||
Realized loss |
(118 | ) | (3 | ) | (3 | ) | NM | 0 | % | |||||||||
Amortization of deferred gain on indemnity reinsurance |
83 | 76 | 77 | 9 | % | -1 | % | |||||||||||
Other revenues and fees |
686 | 570 | 383 | 20 | % | 49 | % | |||||||||||
Total revenues |
10,594 | 8,962 | 5,475 | 18 | % | 64 | % | |||||||||||
Interest credited |
2,454 | 2,259 | 1,526 | 9 | % | 48 | % | |||||||||||
Benefits |
2,698 | 1,911 | 806 | 41 | % | 137 | % | |||||||||||
Underwriting, acquisition, insurance and other expenses |
3,284 | 2,790 | 1,981 | 18 | % | 41 | % | |||||||||||
Interest and debt expenses |
284 | 224 | 87 | 27 | % | 157 | % | |||||||||||
Total benefits and expenses |
8,720 | 7,184 | 4,400 | 21 | % | 63 | % | |||||||||||
Income from continuing operations before taxes |
1,874 | 1,778 | 1,075 | 5 | % | 65 | % | |||||||||||
Federal income taxes |
553 | 483 | 244 | 14 | % | 98 | % | |||||||||||
Income from continuing operations |
1,321 | 1,295 | 831 | 2 | % | 56 | % | |||||||||||
Income (loss) from discontinued operations, net of federal income taxes |
(106 | ) | 21 | | NM | NM | ||||||||||||
Net income |
$ | 1,215 | $ | 1,316 | $ | 831 | -8 | % | 58 | % | ||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Revenues | ||||||||||||||||||
Operating revenues: |
||||||||||||||||||
Individual Markets: |
||||||||||||||||||
Annuities |
$ | 2,600 | $ | 2,161 | $ | 1,422 | 20 | % | 52 | % | ||||||||
Life Insurance |
3,921 | 3,256 | 1,911 | 20 | % | 70 | % | |||||||||||
Total Individual Markets |
6,521 | 5,417 | 3,333 | 20 | % | 63 | % | |||||||||||
Employer Markets: |
||||||||||||||||||
Retirement Products |
1,441 | 1,360 | 1,175 | 6 | % | 16 | % | |||||||||||
Group Protection |
1,500 | 1,032 | | 45 | % | NM | ||||||||||||
Total Employer Markets |
2,941 | 2,392 | 1,175 | 23 | % | 104 | % | |||||||||||
Investment Management |
590 | 564 | 475 | 5 | % | 19 | % | |||||||||||
Lincoln UK |
370 | 308 | 318 | 20 | % | -3 | % | |||||||||||
Other Operations |
281 | 283 | 175 | -1 | % | 62 | % | |||||||||||
Realized loss |
(118 | ) | (3 | ) | (3 | ) | NM | 0 | % | |||||||||
Amortization of deferred gain on indemnity reinsurance related to reserve developments |
9 | 1 | 2 | NM | -50 | % | ||||||||||||
Total revenues |
$ | 10,594 | $ | 8,962 | $ | 5,475 | 18 | % | 64 | % | ||||||||
52
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Net Income | ||||||||||||||||||
Operating income: |
||||||||||||||||||
Individual Markets: |
||||||||||||||||||
Annuities |
$ | 448 | $ | 409 | $ | 252 | 10 | % | 62 | % | ||||||||
Life Insurance |
675 | 496 | 260 | 36 | % | 91 | % | |||||||||||
Total Individual Markets |
1,123 | 905 | 512 | 24 | % | 77 | % | |||||||||||
Employer Markets: |
||||||||||||||||||
Retirement Products |
235 | 253 | 207 | -7 | % | 22 | % | |||||||||||
Group Protection |
114 | 99 | | 15 | % | NM | ||||||||||||
Total Employer Markets |
349 | 352 | 207 | -1 | % | 70 | % | |||||||||||
Investment Management |
76 | 55 | 17 | 38 | % | 224 | % | |||||||||||
Lincoln UK |
46 | 39 | 43 | 18 | % | -9 | % | |||||||||||
Other Operations |
(184 | ) | (53 | ) | 54 | NM | NM | |||||||||||
Realized loss |
(82 | ) | (1 | ) | (2 | ) | NM | 50 | % | |||||||||
Early extinguishment of debt |
| (3 | ) | | 100 | % | NM | |||||||||||
Reserve development, net of related amortization on business sold through indemnity reinsurance |
(7 | ) | 1 | | NM | NM | ||||||||||||
Income from continuing operations |
1,321 | 1,295 | 831 | 2 | % | 56 | % | |||||||||||
Income (loss) from discontinued operations |
(106 | ) | 21 | | NM | NM | ||||||||||||
Net income |
$ | 1,215 | $ | 1,316 | $ | 831 | -8 | % | 58 | % | ||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Deposits | ||||||||||||||||||
Individual Markets: |
||||||||||||||||||
Annuities |
$ | 13,457 | $ | 10,756 | $ | 7,528 | 25 | % | 43 | % | ||||||||
Life Insurance |
4,110 | 3,365 | 2,031 | 22 | % | 66 | % | |||||||||||
Employer Markets: |
||||||||||||||||||
Retirement Products - Defined Contribution |
5,550 | 4,585 | 4,403 | 21 | % | 4 | % | |||||||||||
Retirement Products - Executive Benefits |
303 | 267 | 210 | 13 | % | 27 | % | |||||||||||
Investment Management |
23,752 | 28,094 | 31,404 | -15 | % | -11 | % | |||||||||||
Consolidating adjustments (1) |
(4,015 | ) | (3,838 | ) | (3,465 | ) | -5 | % | -11 | % | ||||||||
Total deposits |
$ | 43,157 | $ | 43,229 | $ | 42,111 | 0 | % | 3 | % | ||||||||
Net Flows | ||||||||||||||||||
Individual Markets: |
||||||||||||||||||
Annuities |
$ | 4,991 | $ | 2,665 | $ | 2,879 | 87 | % | -7 | % | ||||||||
Life Insurance |
2,663 | 2,023 | 1,195 | 32 | % | 69 | % | |||||||||||
Employer Markets: |
||||||||||||||||||
Retirement Products - Defined Contribution |
337 | 342 | 420 | -1 | % | -19 | % | |||||||||||
Retirement Products - Executive Benefits |
(17 | ) | 57 | 162 | NM | -65 | % | |||||||||||
Investment Management |
(1,372 | ) | 9,368 | 15,220 | NM | -38 | % | |||||||||||
Consolidating adjustments (1) |
819 | 114 | 174 | NM | -34 | % | ||||||||||||
Total net flows |
$ | 7,421 | $ | 14,569 | $ | 20,050 | -49 | % | -27 | % | ||||||||
(1) |
Consolidating adjustments represent the elimination of deposits and net flows on products affecting more than one segment. |
53
For the Years Ended
December 31, |
Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Assets Under Management by Advisor | |||||||||||||||
Investment Management: |
|||||||||||||||
External assets |
$ | 75,657 | $ | 83,557 | $ | 64,802 | -9 | % | 29 | % | |||||
Inter-segment assets |
77,117 | 81,186 | 55,917 | -5 | % | 45 | % | ||||||||
Lincoln UK |
8,850 | 8,757 | 7,320 | 1 | % | 20 | % | ||||||||
Policy loans |
2,835 | 2,760 | 1,862 | 3 | % | 48 | % | ||||||||
Assets administered through unaffiliated third parties |
72,216 | 57,263 | 41,854 | 26 | % | 37 | % | ||||||||
Total assets under management |
$ | 236,675 | $ | 233,523 | $ | 171,755 | 1 | % | 36 | % | |||||
Comparison of 2007 to 2006
Net income decreased due primarily to the following:
|
Write-downs for other-than-temporary impairments on our available-for-sale securities attributable primarily to unfavorable changes in credit quality and interest rates; |
|
Increases to benefits from the costs of our guaranteed benefit features of our variable products due to significant equity market volatility coupled with decreases in interest rates and only partially offset by our hedge program, and higher death claims; |
|
The loss on disposition of our discontinued operations; |
|
Increase to underwriting, acquisition, insurance and other expenses due to an increase in broker-dealer expenses, driven by higher sales and legal expenses; |
|
An increase in the effective tax rate attributable to a $33 million favorable tax adjustment during the third quarter of 2006 related primarily to the Individual Markets - Annuities segment dividends-received deduction (DRD) true-up to the 2005 tax return; |
|
The impact of adjustments during the second quarter of 2007 resulting from account value adjustments for certain of our life insurance policies and modifying the accounting for certain of our life insurance policies; and |
|
The adoption of SOP 05-1 on January 1, 2007, which increased DAC and VOBA amortization, net of deferrals by approximately $11 million. |
The decrease in net income was partially offset by the following:
|
Including the results of operations from Jefferson-Pilot for twelve months in 2007 compared to only nine months in 2006; |
|
Growth in insurance fees driven by increases in life insurance in force as a result of new sales and favorable persistency along with increases in variable account values from favorable equity markets and positive net flows; |
|
Growth in insurance premiums driven by increases in our Employer Markets Group Protection non-medical group business in force as a result of new sales and favorable persistency; |
|
Higher investment income from stronger results from our alternative investments and growth in fixed account values, including fixed portion of variable, driven by positive net flows and favorable equity markets; |
|
A $32 million increase attributable to a $12 million favorable prospective unlocking (a $28 million increase from assumption changes net of a $16 million decrease from model refinements) of DAC, VOBA, DSI, DFEL and reserves for annuity and life insurance products with certain guarantees for 2007 compared to a $20 million unfavorable prospective unlocking (an $18 million decrease from assumption changes and a $2 million decrease from model refinements) for 2006; and |
|
Growth in investment advisory fees driven by higher external average assets under management and favorable equity markets. |
Comparison of 2006 to 2005
Net income increased due primarily to the following:
|
Including the results of operations from Jefferson-Pilot for nine months in 2006; |
|
Growth in insurance fees driven by increases in variable account values from favorable equity markets and positive net flows; |
|
Higher investment income from stronger results from our alternative investments and growth in fixed business account values, including the fixed portion of variable, driven by positive net flows and favorable equity markets. The increase was from our individual life insurance business which offset negative net flows in our individual fixed annuities business; |
54
|
An increase in investment advisory fees as our average assets under management grew driven by positive net flows, favorable equity markets as well as changes in product mix; and |
|
A decline in the effective federal tax rate attributable to a favorable tax adjustment in 2006 related to the DRD. |
These increases were partially offset by the following:
|
A $71 million decrease attributable to a $20 million unfavorable prospective unlocking of DAC, VOBA, DSI, DFEL and reserves for annuity and life insurance products with certain guarantees for 2006, discussed above, compared to a $51 million favorable prospective unlocking for 2005 primarily from assumption changes; and |
|
A $31 million decrease due to higher employee incentive compensation expenses attributable to favorable 2006 performance. |
The foregoing items are discussed in further detail in results of operations by segment discussions below.
The Individual Markets business provides its products through two segments: Annuities and Life Insurance. Through its Annuities segment, Individual Markets provides tax-deferred investment growth and lifetime income opportunities for its clients by offering individual fixed annuities, including indexed annuities, and variable annuities. The Life Insurance segment offers wealth protection and transfer opportunities through term insurance, a linked-benefit product (which is a UL policy linked with riders that provide for long-term care costs) and both single and survivorship versions of UL and VUL.
For factors that could cause actual results to differ materially from those set forth in this section, see Item 1A. Risk Factors and Forward-Looking Statements - Cautionary Language above.
Individual Markets Annuities
Income from Operations
Details underlying the results for Individual Markets Annuities (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Operating Revenues | |||||||||||||||
Insurance premiums |
$ | 119 | $ | 47 | $ | 37 | 153 | % | 27 | % | |||||
Insurance fees |
1,062 | 790 | 579 | 34 | % | 36 | % | ||||||||
Net investment income |
1,040 | 1,039 | 614 | 0 | % | 69 | % | ||||||||
Other revenues and fees |
379 | 285 | 192 | 33 | % | 48 | % | ||||||||
Total operating revenues |
2,600 | 2,161 | 1,422 | 20 | % | 52 | % | ||||||||
Operating Expenses | |||||||||||||||
Interest credited |
678 | 690 | 393 | -2 | % | 76 | % | ||||||||
Benefits |
308 | 97 | 94 | 218 | % | 3 | % | ||||||||
Underwriting, acquisition, insurance and other expenses |
1,027 | 870 | 614 | 18 | % | 42 | % | ||||||||
Total operating expenses |
2,013 | 1,657 | 1,101 | 21 | % | 50 | % | ||||||||
Income from operations before taxes |
587 | 504 | 321 | 16 | % | 57 | % | ||||||||
Federal income taxes |
139 | 95 | 69 | 46 | % | 38 | % | ||||||||
Income from operations |
$ | 448 | $ | 409 | $ | 252 | 10 | % | 62 | % | |||||
Comparison of 2007 to 2006
Income from operations for this segment increased due primarily to the following:
|
Including the results of operations from Jefferson-Pilot for twelve months in 2007 compared to only nine months in 2006; |
|
Growth in insurance fees driven by increases in variable annuity account values from favorable equity markets and positive net flows; and |
55
|
A $6 million increase attributable to an $8 million favorable prospective unlocking (a $14 million increase from assumption changes net of a $6 million decrease from model refinements) of DAC, VOBA, DSI, DFEL and reserves for annuity products with certain guarantees for 2007 compared to a $2 million favorable prospective unlocking from assumption changes for 2006. |
The increase in income from operations was partially offset by the following:
|
Increases to benefits from the costs of our guaranteed benefit features of our variable annuity products due to significant equity market volatility coupled with decreases in interest rates and only partially offset by the results of our hedge program; |
|
Increase to underwriting, acquisition, insurance and other expenses due to an increase in our broker-dealer expenses, driven by higher sales and legal expenses; |
|
The adoption of SOP 05-1 on January 1, 2007, which increased DAC and VOBA amortization, net of deferrals, by approximately $6 million; and |
|
An increase in the effective tax rate attributable to a favorable tax adjustment during the third quarter of 2006 related to the segments DRD. |
Comparison of 2006 to 2005
Income from operations for this segment increased due primarily to the following:
|
Including the results of operations from Jefferson-Pilot for nine months in 2006; |
|
Growth in insurance fees driven by increases in variable annuity account values from favorable equity markets and positive net flows; and |
|
A decline in the effective federal tax rate attributable to a favorable tax adjustment in 2006 related to the DRD. |
The foregoing items are discussed further below, except for the increases resulting from including the revenues and expenses of Jefferson-Pilot starting with the second
Insurance Fees
Details underlying insurance fees, account values and net flows (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Insurance Fees | ||||||||||||||||||
Mortality, expense and other assessments |
$ | 1,055 | $ | 784 | $ | 581 | 35 | % | 35 | % | ||||||||
Surrender charges |
39 | 35 | 20 | 11 | % | 75 | % | |||||||||||
DFEL: |
||||||||||||||||||
Deferrals |
(45 | ) | (40 | ) | (36 | ) | -13 | % | -11 | % | ||||||||
Amortization, excluding unlocking |
15 | 15 | 13 | 0 | % | 15 | % | |||||||||||
Prospective unlocking |
(1 | ) | (3 | ) | 1 | 67 | % | NM | ||||||||||
Retrospective unlocking |
(1 | ) | (1 | ) | | 0 | % | NM | ||||||||||
Total insurance fees |
$ | 1,062 | $ | 790 | $ | 579 | 34 | % | 36 | % | ||||||||
As of December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Account Values | ||||||||||||||||||
Variable portion of variable annuities |
$ | 58,643 | $ | 48,169 | $ | 37,654 | 22 | % | 28 | % | ||||||||
Fixed portion of variable annuities |
3,470 | 3,613 | 3,922 | -4 | % | -8 | % | |||||||||||
Total variable annuities |
62,113 | 51,782 | 41,576 | 20 | % | 25 | % | |||||||||||
Fixed annuities, including indexed |
14,352 | 14,932 | 6,918 | -4 | % | 116 | % | |||||||||||
Fixed annuities ceded to reinsurers |
(1,352 | ) | (1,812 | ) | (2,232 | ) | 25 | % | 19 | % | ||||||||
Total fixed annuities |
13,000 | 13,120 | 4,686 | -1 | % | 180 | % | |||||||||||
Total annuities |
$ | 75,113 | $ | 64,902 | $ | 46,262 | 16 | % | 40 | % | ||||||||
56
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Averages | ||||||||||||||||||
Daily variable account values |
$ | 54,210 | $ | 42,359 | $ | 33,255 | 28 | % | 27 | % | ||||||||
Daily S&P 500 Index ® |
1,476.71 | 1,310.58 | 1,207.41 | 13 | % | 9 | % | |||||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Net Flows | ||||||||||||||||||
Variable portion of variable annuity deposits |
$ | 9,135 | $ | 7,251 | $ | 5,539 | 26 | % | 31 | % | ||||||||
Variable portion of variable annuity withdrawals |
(5,089 | ) | (4,080 | ) | (3,240 | ) | -25 | % | -26 | % | ||||||||
Variable portion of variable annuity net flows |
4,046 | 3,171 | 2,299 | 28 | % | 38 | % | |||||||||||
Fixed portion of variable annuity deposits |
2,795 | 2,090 | 1,871 | 34 | % | 12 | % | |||||||||||
Fixed portion of variable annuity withdrawals |
(644 | ) | (697 | ) | (634 | ) | 8 | % | -10 | % | ||||||||
Fixed portion of variable annuity net flows |
2,151 | 1,393 | 1,237 | 54 | % | 13 | % | |||||||||||
Total variable annuity deposits |
11,930 | 9,341 | 7,410 | 28 | % | 26 | % | |||||||||||
Total variable annuity withdrawals |
(5,733 | ) | (4,777 | ) | (3,874 | ) | -20 | % | -23 | % | ||||||||
Total variable annuity net flows |
6,197 | 4,564 | 3,536 | 36 | % | 29 | % | |||||||||||
Fixed indexed annuity deposits |
755 | 717 | | 5 | % | NM | ||||||||||||
Fixed indexed annuity withdrawals |
(245 | ) | (175 | ) | | -40 | % | NM | ||||||||||
Fixed indexed annuity net flows |
510 | 542 | | -6 | % | NM | ||||||||||||
Other fixed annuity deposits |
772 | 698 | 118 | 11 | % | NM | ||||||||||||
Other fixed annuity withdrawals |
(2,488 | ) | (3,139 | ) | (775 | ) | 21 | % | NM | |||||||||
Other fixed annuity net flows |
(1,716 | ) | (2,441 | ) | (657 | ) | 30 | % | NM | |||||||||
Total annuity deposits |
13,457 | 10,756 | 7,528 | 25 | % | 43 | % | |||||||||||
Total annuity withdrawals |
(8,466 | ) | (8,091 | ) | (4,649 | ) | -5 | % | -74 | % | ||||||||
Total annuity net flows |
$ | 4,991 | $ | 2,665 | $ | 2,879 | 87 | % | -7 | % | ||||||||
Insurance fees include charges on both our variable and fixed annuity products. We charge contract holders with mortality and expense assessments on variable annuity accounts to cover insurance and administrative expenses. These assessments are a function of the rates priced into the product and the average daily variable account values. Average daily account values are driven by net flows and equity markets. Our elective riders for guarantees that we offer such as GMDB, GMWB and GIB have additional assessment charges associated with them. Therefore, changes in account values with these riders impact our average assessment rates. In addition, for our fixed annuity contracts and for some variable contracts, we collect surrender charges when contract holders surrender their contracts during their surrender charge periods, to protect us from premature withdrawals.
New deposits are an important component of our effort to grow the annuity business. Although deposits do not significantly impact current period income from operations, they are an important indicator of future profitability.
The other component of net flows relates to the retention of the business. One of the key assumptions in pricing a product is the account persistency, which we refer to as the lapse rate. The lapse rate compares the amount of withdrawals to the retained account values.
Comparison of 2007 to 2006
Expense assessments grew due to an increase in average variable annuity account values and an increase in average expense assessment rates driven primarily by the increase in account values with elective variable annuity guarantee riders, such as GMDB, GMWB and GIB, that have incremental expense assessment charges associated with them. The increase in account values reflects cumulative positive net flows and improvement in the equity markets between periods.
In the past several years, we have concentrated our efforts on expanding both product and distribution breadth. Annuity deposits increased as a result of continued strong sales of products with the Lincoln SmartSecurity ® Advantage, 4LATER ® Advantage and i4LIFE ® Advantage elective riders and the expansion of the wholesaling force in LFD.
Overall lapse rates for 2007 were 10% compared to 12% for 2006.
57
Comparison of 2006 to 2005
Expense assessments grew due to an increase in average variable annuity account values and an increase in average expense assessment rates driven primarily by the increase in account values with elective guarantee riders. The increase in account values reflects cumulative positive net flows and improvement in the equity markets between periods.
The growth in individual variable annuity deposits was primarily a result of continued strong sales of products with the Lincoln SmartSecurity ® Advantage and i4LIFE ® Advantage features and the expansion of the wholesaling force in LFD.
The growth in annuity
Net Investment Income and Interest Credited
Details underlying net investment income, interest credited (in millions) and our interest rate spread were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Net Investment Income | ||||||||||||||||||
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses |
$ | 918 | $ | 886 | $ | 562 | 4 | % | 58 | % | ||||||||
Change in call option market value (1) |
6 | 62 | | -90 | % | NM | ||||||||||||
Commercial mortgage loan prepayment and bond makewhole premiums (2) |
9 | 7 | 4 | 29 | % | 75 | % | |||||||||||
Alternative investments (3) |
| 3 | | -100 | % | NM | ||||||||||||
Surplus investments (4) |
101 | 81 | 46 | 25 | % | 76 | % | |||||||||||
Internal default charges (5) |
| (4 | ) | | 100 | % | NM | |||||||||||
Broker-dealer |
6 | 4 | 2 | 50 | % | 100 | % | |||||||||||
Total net investment income |
$ | 1,040 | $ | 1,039 | $ | 614 | 0 | % | 69 | % | ||||||||
Interest Credited | ||||||||||||||||||
Amount provided to contract holders |
$ | 747 | $ | 691 | $ | 437 | 8 | % | 58 | % | ||||||||
Change in indexed annuity contract liabilities market value (1) |
1 | 59 | | -98 | % | NM | ||||||||||||
SFAS 133 forward-starting option (6) |
22 | 4 | | NM | NM | |||||||||||||
Opening balance sheet adjustment (7) |
(4 | ) | | | NM | NM | ||||||||||||
DSI deferrals |
(116 | ) | (86 | ) | (60 | ) | -35 | % | -43 | % | ||||||||
Interest credited before DSI amortization |
650 | 668 | 377 | -3 | % | 77 | % | |||||||||||
DSI amortization: |
||||||||||||||||||
Excluding unlocking |
30 | 26 | 19 | 15 | % | 37 | % | |||||||||||
Prospective unlocking |
(1 | ) | (1 | ) | (2 | ) | 0 | % | 50 | % | ||||||||
Retrospective unlocking |
(1 | ) | (3 | ) | (1 | ) | 67 | % | NM | |||||||||
Total interest credited |
$ | 678 | $ | 690 | $ | 393 | -2 | % | 76 | % | ||||||||
(1) |
The change in the call option market value in net investment income largely offsets the change in interest credited caused by fluctuations in the value of our indexed annuity contract liabilities. |
(2) |
See Consolidated Investments - Commercial Mortgage Loan Prepayment and Bond Makewhole Premiums below for additional information. |
(3) |
See Consolidated Investments - Alternative Investments below for additional information. |
(4) |
Represents net investment income on the required statutory surplus for this segment. |
(5) |
See Results of Other Operations below for information on this methodology discontinued in the third quarter of 2006. |
(6) |
SFAS 133 requires that we calculate the fair values of index call options we may purchase in the future to hedge contract holder index allocations applicable to future reset periods, which we refer to as the SFAS 133 forward-starting option liability. This liability represents an estimate of the cost of the options we may purchase in the future less expected charges to contract holders, discounted back to the date of the balance sheet, using current market indicators of volatility and interest rates. The amount reported in this table represents the change in the fair values of this liability, which results in volatility in interest credited. The interest rate assumption used in discounting this liability within the fair value calculation is the primary driver of |
58
the change in value. |
(7) |
Net adjustment to the opening balance sheet of Jefferson-Pilot finalized in the first quarter of 2007. |
For the Years Ended December 31, |
Basis Point Change Over
Prior Year |
|||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Interest Rate Spread | ||||||||||||||||||
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses |
5.77 | % | 5.76 | % | 5.72 | % | 1 | 4 | ||||||||||
Commercial mortgage loan prepayment and bond makewhole premiums |
0.06 | % | 0.05 | % | 0.04 | % | 1 | 1 | ||||||||||
Alternative investments |
0.00 | % | 0.02 | % | 0.00 | % | (2 | ) | 2 | |||||||||
Internal default charges |
0.00 | % | -0.03 | % | 0.00 | % | 3 | (3 | ) | |||||||||
Net investment income yield on reserves |
5.83 | % | 5.80 | % | 5.76 | % | 3 | 4 | ||||||||||
Amount provided to contract holders |
3.74 | % | 3.82 | % | 3.94 | % | (8 | ) | (12 | ) | ||||||||
SFAS 133 forward-starting option |
0.13 | % | 0.02 | % | 0.00 | % | 11 | 2 | ||||||||||
Opening balance sheet adjustment |
-0.02 | % | 0.00 | % | 0.00 | % | (2 | ) | | |||||||||
Interest rate credited to contract holders |
3.85 | % | 3.84 | % | 3.94 | % | 1 | (10 | ) | |||||||||
Interest rate spread |
1.98 | % | 1.96 | % | 1.82 | % | 2 | 14 | ||||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Average invested assets on reserves |
$ | 16,188 | $ | 15,551 | $ | 9,834 | 4 | % | 58 | % | ||||||||
Average fixed account values, including the fixed portion of variable |
17,560 | 16,525 | 10,243 | 6 | % | 61 | % | |||||||||||
Net flows for fixed annuities, including the fixed portion of variable |
945 | (506 | ) | 580 | 287 | % | NM |
A portion of our investment income earned is credited to the contract holders of our fixed annuity products, including the fixed portion of variable annuity contracts. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed annuity product line, including the fixed portion of variable annuity contracts, and what we credit to our fixed annuity contract holders accounts, including the fixed portion of variable annuity contracts. The interest rate spread for this segment represents the excess of the yield on invested assets on reserves over the average crediting rate. The yield on invested assets on reserves is calculated as net investment income, excluding the amounts attributable to our surplus investments, reverse repurchase agreement interest expense and the change in the call option fair value, divided by average invested assets on reserves. The average crediting rate is calculated as interest credited before DSI amortization, plus the immediate annuity reserve change (included within benefits), less the mark-to-market adjustment on the indexed business, divided by the average fixed account values, including the fixed portion of variable, net of coinsured account values. Fixed account values reinsured under modified coinsurance agreements are included in account values for this calculation. Changes in the fair value of call options, commercial mortgage loan prepayments and bond makewhole premiums, alternative investment income, surplus investment income, the broker-dealer and SFAS 133 forward starting options can vary significantly from period to period due to a number of factors and therefore can provide results that are not indicative of the underlying trends.
Profitability of indexed annuities is influenced by the management of derivatives to hedge the index performance of the contracts. These contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500 Index ® . Contract holders may elect to rebalance indexed options at renewal dates, either annually or biannually. At each renewal date, we have the opportunity to re-price the equity-indexed component by establishing caps, spreads and participation rates, subject to guarantees.
Comparison of 2007 to 2006
The growth in fixed maturity securities, mortgage loans on real estate and other net investment income was due primarily to the increase in fixed account values, including the fixed portion of variable. The increase in interest credited provided to contract holders was due primarily to growth in our business.
Our fixed annuity business includes products with crediting rates that are reset on an annual basis and are not subject to surrender charges. Account values for these products were $3.4 billion as of December 31, 2007 with 32% already at their minimum guaranteed rates. The average crediting rates for these products were approximately 52 basis points in excess of average minimum
59
guaranteed rates. Our ability to retain annual reset annuities will be subject to current competitive conditions at the time interest rates for these products reset. In addition to the separate items identified in the interest rate spread table above, the other component of the interest rate credited to contract holders decreased due primarily to a roll-off of multi-year guarantee and annual reset annuities with higher interest rates.
We expect to manage the effect of spreads for near-term operating income through a combination of rate actions and portfolio management. Our expectation includes the assumption that there are no significant changes in net flows in or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectation. For information on interest rate spreads and the interest rate risk due to falling interest rates, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Comparison of 2006 to 2005
The increase in interest credited provided to contract holders was partially offset by past actions taken to lower crediting rates commensurate with the reduction in the overall investment yield over the preceding several years and lower fixed account values.
Benefits
Details underlying benefits (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Benefits |
||||||||||||||||||
Guaranteed living benefits: |
||||||||||||||||||
Change in reserves, before unlocking |
$ | 282 | $ | (61 | ) | $ | 11 | NM | NM | |||||||||
Prospective unlocking |
(2 | ) | | 11 | NM | -100 | % | |||||||||||
Results of hedge program |
(145 | ) | 62 | (6 | ) | NM | NM | |||||||||||
Guaranteed death benefits: |
||||||||||||||||||
Change in reserves, before unlocking |
16 | 12 | 3 | 33 | % | 300 | % | |||||||||||
Results of hedge program |
2 | 5 | 3 | -60 | % | 67 | % | |||||||||||
Prospective unlocking |
2 | (3 | ) | (7 | ) | 167 | % | 57 | % | |||||||||
Claims paid |
6 | 6 | 13 | 0 | % | -54 | % | |||||||||||
Total guaranteed benefits |
161 | 21 | 28 | NM | -25 | % | ||||||||||||
Other (1) |
147 | 76 | 66 | 93 | % | 15 | % | |||||||||||
Total benefits |
$ | 308 | $ | 97 | $ | 94 | 218 | % | 3 | % | ||||||||
(1) |
Comprised primarily of changes in reserves on immediate annuity account values driven by premiums. |
We have a hedge program that is designed to mitigate the risk and statement of income volatility caused by changes in equity markets, interest rates and volatility associated with the guaranteed benefit features of our variable annuity products, including GMDB, GMWB and GIB riders. In the table above, we have presented the components of our guaranteed benefit results, which can be volatile especially when sudden and significant changes in equity markets and/or interest rates occur. For additional information on our guaranteed benefits, see Critical Accounting Policies and Estimates above.
Comparison of 2007 to 2006
The increase in benefits was due primarily to ineffectiveness of our guaranteed benefit hedge program, as the change in reserves and costs exceeded the impact of our hedge program, and growth in our business. The ineffectiveness was driven by volatility in the capital markets along with a modification of the structure of some of our hedges in order to better match the sensitivities of the embedded derivative liability going forward. In addition, during 2007 there were certain unhedged items, such as those related to products we sell in New York. Although these items were not a significant component of our account value, movements in the related embedded derivative liability during 2007 contributed to the negative impact. Starting in early 2008, the living guarantee benefit products sold in New York are being hedged. In the fourth quarter of 2006, we implemented a new process to estimate the fair value of the embedded derivative for our i4LIFE ® Advantage GIB riders and began hedging this rider. The implementation of this new calculation for the embedded derivative resulted in a change in the value that decreased the amount included in benefits by $23 million for 2006 and was partially offset by hedging losses of $6 million.
Other benefits not attributable to guarantees increased due primarily to growth in our business.
60
Comparison of 2006 to 2005
The decrease in our guaranteed benefit costs, net of the results of our hedge program, was attributable to favorable market conditions, partially offset by the fourth quarter 2006 changes discussed above.
Underwriting, Acquisition, Insurance and Other Expenses
Details underlying underwriting, acquisition, insurance and other expenses (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Underwriting, Acquisition, Insurance and Other Expenses |
||||||||||||||||||
Commissions |
$ | 732 | $ | 565 | $ | 384 | 30 | % | 47 | % | ||||||||
General and administration expenses |
331 | 300 | 271 | 10 | % | 11 | % | |||||||||||
Taxes, licenses and fees |
22 | 14 | 10 | 57 | % | 40 | % | |||||||||||
Total expenses incurred, excluding broker-dealer |
1,085 | 879 | 665 | 23 | % | 32 | % | |||||||||||
DAC and VOBA deferrals |
(774 | ) | (612 | ) | (442 | ) | -26 | % | -38 | % | ||||||||
Total pre-broker-dealer expenses incurred, excluding amortization, net of interest |
311 | 267 | 223 | 16 | % | 20 | % | |||||||||||
DAC and VOBA amortization, net of interest: |
||||||||||||||||||
Prospective unlocking |
(12 | ) | (1 | ) | (35 | ) | NM | 97 | % | |||||||||
Retrospective unlocking |
(19 | ) | (22 | ) | (18 | ) | 14 | % | -22 | % | ||||||||
Other amortization |
369 | 339 | 236 | 9 | % | 44 | % | |||||||||||
Broker-dealer expenses incurred: |
||||||||||||||||||
Commissions |
287 | 202 | 123 | 42 | % | 64 | % | |||||||||||
General and administration expenses |
86 | 80 | 81 | 8 | % | -1 | % | |||||||||||
Taxes, licenses and fees |
5 | 5 | 4 | 0 | % | 25 | % | |||||||||||
Total underwriting, acquisition, insurance and other expenses |
$ | 1,027 | $ | 870 | $ | 614 | 18 | % | 42 | % | ||||||||
DAC and VOBA deferrals |
||||||||||||||||||
As a percentage of sales/deposits |
5.8 | % | 5.7 | % | 5.9 | % |
Commissions and other costs, which vary with and are related primarily to the production of new business, are deferred to the extent recoverable and are amortized over the lives of the contracts in relation to EGPs. We have certain renewal commissions that are based upon account values that are expensed as incurred and not deferrable and amortized. As we experience growth in account values, our DAC and VOBA deferrals as a percentage of sales will decline.
Broker-dealer expenses, which vary with and are related to sales, are expensed as incurred and not deferred and amortized. These expenses are more than offset by increases to other income.
Comparison of 2007 to 2006
The increase in expenses incurred and DAC and VOBA amortization, excluding unlocking, was attributable primarily to growth in account values from sales and favorable equity markets. In addition, DAC and VOBA amortization, net of deferrals, increased by $9 million as a result of the adoption of SOP 05-1.
The increase in broker-dealer expenses was attributable primarily to higher sales, incentive compensation and legal expenses. The increase in incentive compensation was attributable to the strong sales performance, and legal expenses increased for pending cases.
The 2007 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due to favorable interest rates, maintenance expense and lapse assumptions partially offset by unfavorable asset-based commission assumptions. The 2006 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due to unfavorable fixed annuity lapse and unfavorable mortality assumptions, partially offset by lowering our long-term interest rate assumption.
61
Comparison of 2006 to 2005
The increase in expenses incurred and DAC and VOBA amortization, excluding unlocking, was partially attributable to account value growth from sales and favorable equity markets. In addition, higher employee incentive compensation expenses contributed to the increase in general and administrative expenses.
The 2005 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due to continued favorable lapse assumptions, partially offset by mortality assumptions.
Federal Income Taxes
Comparison of 2007 to 2006
The effective federal income tax rate increased to 24% from 19%. Federal income tax expense in 2007 included a reduction of $2 million related to a favorable true-up to the 2006 tax return relating primarily to the separate account DRD, compared to a $33 million favorable true-up to the 2005 tax return filed in 2006.
Comparison of 2006 to 2005
The effective federal income tax rate decreased to 19% from 21%. Federal income tax expense in 2006 included a reduction of $33 million related to a favorable true up to the 2005 tax return primarily relating to the separate account DRD.
Individual Markets Life Insurance
Income from Operations
Details underlying the results for Individual Markets Life Insurance (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Operating Revenues |
|||||||||||||||
Insurance premiums |
$ | 348 | $ | 322 | $ | 198 | 8 | % | 63 | % | |||||
Insurance fees |
1,682 | 1,380 | 759 | 22 | % | 82 | % | ||||||||
Net investment income |
1,856 | 1,511 | 909 | 23 | % | 66 | % | ||||||||
Other revenues and fees |
35 | 43 | 45 | -19 | % | -4 | % | ||||||||
Total operating revenues |
3,921 | 3,256 | 1,911 | 20 | % | 70 | % | ||||||||
Operating Expenses |
|||||||||||||||
Interest credited |
1,021 | 882 | 560 | 16 | % | 58 | % | ||||||||
Benefits |
1,070 | 887 | 461 | 21 | % | 92 | % | ||||||||
Underwriting, acquisition, insurance and other expenses |
810 | 742 | 503 | 9 | % | 48 | % | ||||||||
Total operating expenses |
2,901 | 2,511 | 1,524 | 16 | % | 65 | % | ||||||||
Income from operations before taxes |
1,020 | 745 | 387 | 37 | % | 93 | % | ||||||||
Federal income taxes |
345 | 249 | 127 | 39 | % | 96 | % | ||||||||
Income from operations |
$ | 675 | $ | 496 | $ | 260 | 36 | % | 91 | % | |||||
Comparison of 2007 to 2006
Income from operations for this segment increased due primarily to the following:
|
Including the results of operations from Jefferson-Pilot for twelve months in 2007 compared to only nine months in 2006; |
|
Growth in insurance fees driven by increase in business in force as a result of new sales and favorable persistency; |
|
Higher investment income from growth in fixed product account values driven by positive net flows and stronger results from our alternative investments; and |
|
A $25 million increase attributable to a $5 million favorable prospective unlocking (a $13 million increase from assumption changes net of an $8 million decrease from model refinements) of DAC, VOBA, DFEL and reserves for life insurance products with certain guarantees for 2007 compared to a $20 million unfavorable prospective unlocking (an $18 million decrease from assumptions change and a $2 million decrease from model refinements) for 2006. |
62
The increase in income from operations was partially offset by the following:
|
The impact of adjustments during the second quarter of 2007 resulting from account value adjustments for certain of our life insurance policies and modifying the accounting for certain of our life insurance policies; and |
|
Higher level of death claims. |
Comparison of 2006 to 2005
Income from operations for this segment increased due primarily to the following:
|
Including the results of operations from Jefferson-Pilot for nine months in 2006; and |
|
Higher investment income from growth in fixed product account values driven by positive net flows. |
The increase in income from operations was partially offset by a $23 million decrease primarily attributable to a $20 million unfavorable prospective unlocking of DAC, VOBA, DFEL and reserves for life insurance products with certain guarantees for 2006, discussed above, compared to a $3 million favorable prospective unlocking for 2005 from assumption changes.
The foregoing items are discussed further below, except for the increases resulting from including the revenue and expenses of Jefferson-Pilot starting with the second quarter of 2006, as it was the primary reason for every increase when comparing 2006 to 2005 and a significant one when comparing 2007 to 2006.
Insurance Premiums
Insurance premiums relate to traditional products and are a function of the rates priced into the product and the level of insurance in force. Insurance in force, in turn, is driven by sales, persistency and mortality experience.
Comparison of 2007 to 2006
Traditional in-force face amount remained relatively flat as growth from term sales slowed in 2007 while we continued to experience declines in our closed blocks of whole life business.
Comparison of 2006 to 2005
Insurance premiums for term insurance increased due to a reduction in premiums paid for reinsurance in 2006 compared to 2005, primarily resulting from changes to our reinsurance program in September 2005. Under the
restructured program, we reduced the percentage of each new term policy reinsured and started using coinsurance arrangements rather than renewable term reinsurance. Insurance premiums declined in the closed blocks of our whole life business. For
Insurance Fees
Details underlying insurance fees, sales, net flows, account values and in-force face amount (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Insurance Fees |
||||||||||||||||||
Mortality assessments |
$ | 1,188 | $ | 970 | $ | 525 | 22 | % | 85 | % | ||||||||
Expense assessments |
633 | 457 | 222 | 39 | % | 106 | % | |||||||||||
Surrender charges |
60 | 60 | 44 | 0 | % | 36 | % | |||||||||||
DFEL: |
||||||||||||||||||
Deferrals |
(360 | ) | (202 | ) | (81 | ) | -78 | % | NM | |||||||||
Amortization, excluding unlocking |
145 | 103 | 73 | 41 | % | 41 | % | |||||||||||
Prospective unlocking |
27 | (1 | ) | (20 | ) | NM | 95 | % | ||||||||||
Retrospective unlocking |
(11 | ) | (7 | ) | (4 | ) | -57 | % | -75 | % | ||||||||
Total insurance fees |
$ | 1,682 | $ | 1,380 | $ | 759 | 22 | % | 82 | % | ||||||||
63
For the Years Ended
December 31, |
Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Sales by Product |
||||||||||||||||||
UL: |
||||||||||||||||||
Excluding MoneyGuard ® |
$ | 597 | $ | 436 | $ | 192 | 37 | % | 127 | % | ||||||||
MoneyGuard ® |
40 | 31 | 34 | 29 | % | -9 | % | |||||||||||
Total UL |
637 | 467 | 226 | 36 | % | 107 | % | |||||||||||
VUL |
77 | 61 | 42 | 26 | % | 45 | % | |||||||||||
Term/whole life |
32 | 43 | 36 | -26 | % | 19 | % | |||||||||||
Total sales |
$ | 746 | $ | 571 | $ | 304 | 31 | % | 88 | % | ||||||||
Net Flows |
||||||||||||||||||
Deposits |
$ | 4,110 | $ | 3,365 | $ | 2,031 | 22 | % | 66 | % | ||||||||
Withdrawals and deaths |
(1,447 | ) | (1,342 | ) | (836 | ) | -8 | % | -61 | % | ||||||||
Net flows |
$ | 2,663 | $ | 2,023 | $ | 1,195 | 32 | % | 69 | % | ||||||||
Contract holder assessments |
$ | 2,452 | $ | 1,980 | $ | 1,128 | 24 | % | 76 | % | ||||||||
As of December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Account Values |
||||||||||||||||||
UL |
$ | 20,866 | $ | 19,633 | $ | 9,573 | 6 | % | 105 | % | ||||||||
VUL |
4,961 | 4,600 | 2,242 | 8 | % | 105 | % | |||||||||||
Interest-sensitive whole life |
2,295 | 2,257 | 2,236 | 2 | % | 1 | % | |||||||||||
Total account values |
$ | 28,122 | $ | 26,490 | $ | 14,051 | 6 | % | 89 | % | ||||||||
In-Force Face Amount |
||||||||||||||||||
UL and other |
$ | 284,305 | $ | 267,228 | $ | 128,792 | 6 | % | 107 | % | ||||||||
Term insurance |
235,919 | 234,148 | 187,849 | 1 | % | 25 | % | |||||||||||
Total in-force face amount |
$ | 520,224 | $ | 501,376 | $ | 316,641 | 4 | % | 58 | % | ||||||||
Insurance fees relate only to interest-sensitive products and include mortality assessments, expense assessments (net of deferrals and amortization related to DFEL) and surrender charges. Mortality and expense assessments are deducted from our contract holders account values. These amounts are a function of the rates priced into the product and premiums received, face amount in force and account values. Insurance in force, in turn, is driven by sales, persistency and mortality experience. In-force growth should be considered independently with respect to term products versus UL and other products, as term products have a lower profitability relative to face amount compared to whole life and interest-sensitive products.
Sales in the table above and as discussed below were reported as follows:
|
UL, VUL, MoneyGuard ® 100% of annualized expected target premium plus 5% of paid excess premium, including an adjustment for internal replacements at approximately 50% of target; and |
|
Whole Life and Term 100% of first year paid premiums. |
Sales are not recorded as a component of revenues (other than for traditional products) and do not have a significant impact on current quarter income from operations but are indicators of future profitability.
We believe that our sales of UL products include sales with investor-owned life insurance characteristics. We have implemented procedures to identify sales that we believe have characteristics associated with this type of business in order to prevent investor-owned life insurance policies from being issued. However, accurate identification of these policies can be difficult, and we continue to modify our screening procedures. We expect no significant impact to our profitability; however, returns on UL business sold as part of investor-owned designs are believed to be lower than traditional estate planning UL sales, due in part to no expected lapses.
UL and VUL products with secondary guarantees represented approximately 31% of interest-sensitive life insurance in force as of December 31, 2007, and approximately 70% of sales for these products for 2007. AXXX imposes additional reserve requirements for these products. See Review of Consolidated Financial Condition Liquidity and Capital Resources Sources of Liquidity and Cash Flow for further information on the manner in which we reinsure our AXXX reserves.
64
Comparison of 2007 to 2006
The growth in mortality and expense assessments was attributable to increased business in force. Life insurance in force and account values grew as a result of new sales and favorable persistency. The improved persistency results should positively affect future revenues.
The increase to mortality and expense assessments was partially offset by a $41 million reduction in insurance fees, net of DFEL amortization, related to the impact of the correction to account values and modification of accounting related to certain insurance contracts during the second quarter of 2007. In addition, insurance fees were reduced by $5 million related primarily to adjustments to the opening balance sheet of Jefferson-Pilot finalized in the first quarter of 2007.
The 2007 favorable prospective unlocking (increase to DFEL amortization) was due primarily to model refinements on certain life insurance policies. The 2006 unfavorable prospective unlocking (decrease to DFEL amortization) was due primarily to increased reserves on life insurance products sold with secondary guarantees, partially offset by improvements in our long-term mortality and expense assumptions.
The 2007 unfavorable retrospective unlocking (decrease to DFEL amortization) was due primarily to favorable persistency, higher excess investment income and lower maintenance expenses. The 2006 unfavorable retrospective unlocking (decrease to DFEL amortization) was due primarily to favorable persistency.
Comparison of 2006 to 2005
Growth in mortality and expense assessments and insurance premiums was related primarily to increased business in force due to new sales and favorable persistency. The 2005 unfavorable prospective unlocking (decrease to DFEL amortization)
was due primarily to improvements in our long-term assumption for mortality, partially offset by less favorable changes to our long-term assumptions for retention and interest rates. The 2005 unfavorable retrospective unlocking (decrease to DFEL
Net Investment Income and Interest Credited
Details underlying net investment income, interest credited (in millions) and our interest rate spread were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||
Net Investment Income |
||||||||||||||||
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses |
$ | 1,672 | $ | 1,408 | $ | 867 | 19 | % | 62 | % | ||||||
Commercial mortgage loan prepayment and bond makewhole premiums (1) |
35 | 22 | 10 | 59 | % | 120 | % | |||||||||
Alternative investments (2) |
50 | 14 | 2 | 257 | % | NM | ||||||||||
Surplus investments (3) |
99 | 71 | 30 | 39 | % | 137 | % | |||||||||
Internal default charges (4) |
| (4 | ) | | 100 | % | NM | |||||||||
Total net investment income |
$ | 1,856 | $ | 1,511 | $ | 909 | 23 | % | 66 | % | ||||||
Interest Credited |
$ | 1,021 | $ | 882 | $ | 560 | 16 | % | 58 | % | ||||||
(1) |
See Consolidated Investments Commercial Mortgage Loan Prepayment and Bond Makewhole Premiums below for additional information. |
(2) |
See Consolidated Investments Alternative Investments below for additional information. |
(3) |
Represents net investment income on the required statutory surplus for this segment. |
(4) |
See Results of Other Operations below for information on this methodology discontinued in the third quarter of 2006. |
65
For the Years Ended December 31, |
Basis Point Change
Over Prior Year |
|||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Interest Rate Yields and Spread |
||||||||||||||||||
Attributable to interest-sensitive products: |
||||||||||||||||||
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses |
6.11 | % | 6.15 | % | 6.24 | % | (4 | ) | (9 | ) | ||||||||
Commercial mortgage loan prepayment and bond makewhole premiums |
0.14 | % | 0.09 | % | 0.07 | % | 5 | 2 | ||||||||||
Alternative investments |
0.22 | % | 0.07 | % | 0.02 | % | 15 | 5 | ||||||||||
Internal default charges |
0.00 | % | -0.02 | % | 0.00 | % | 2 | (2 | ) | |||||||||
Net investment income yield on reserves |
6.47 | % | 6.29 | % | 6.33 | % | 18 | (4 | ) | |||||||||
Interest rate credited to contract holders |
4.43 | % | 4.52 | % | 4.68 | % | (9 | ) | (16 | ) | ||||||||
Interest rate spread |
2.04 | % | 1.77 | % | 1.65 | % | 27 | 12 | ||||||||||
Attributable to traditional products: |
||||||||||||||||||
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses |
6.26 | % | 6.46 | % | 6.46 | % | (20 | ) | | |||||||||
Commercial mortgage loan prepayment and bond makewhole premiums |
0.06 | % | 0.11 | % | 0.10 | % | (5 | ) | 1 | |||||||||
Alternative investments |
0.00 | % | 0.04 | % | 0.00 | % | (4 | ) | 4 | |||||||||
Net investment income yield on reserves |
6.32 | % | 6.61 | % | 6.56 | % | (29 | ) | 5 | |||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Averages |
||||||||||||||||||
Attributable to interest-sensitive products: |
||||||||||||||||||
Invested assets on reserves |
$ | 22,346 | $ | 18,331 | $ | 10,661 | 22 | % | 72 | % | ||||||||
Account values universal and whole life |
22,522 | 19,034 | 11,470 | 18 | % | 66 | % | |||||||||||
Attributable to traditional products: |
||||||||||||||||||
Invested assets on reserves |
5,063 | 4,446 | 3,110 | 14 | % | 43 | % |
A portion of the investment income earned for this segment is credited to contract holder accounts. Invested assets will typically grow at a faster rate than account values because of the AXXX reserve requirements. We expect to earn a spread between what we earn on the underlying general account investments and what we credit to our contract holders accounts. The interest rate spread for this segment represents the excess of the yield on invested assets on reserves over the average crediting rate on interest sensitive products. The yield on invested assets on reserves is calculated as net investment income, excluding amounts attributable to our surplus investments and reverse repurchase agreement interest expense, divided by average invested assets on reserves. In addition, we exclude the impact of investment income from statutory surplus investment portfolios and the impact of earnings from affordable housing tax credit securities, which is reflected as a reduction to federal income tax expense, from our spread calculations. Traditional products use interest income to build the policy reserves. Commercial mortgage loan prepayments and bond makewhole premiums and alternative investment income can vary significantly from period to period due to a number of factors and therefore can provide results that are not indicative of the underlying trends.
Comparison of 2007 to 2006
The increase in fixed maturity securities, mortgage loans on real estate and other net investment income was partially due to continued growth of business in force. The increase in alternative investment income was driven primarily by favorable results from limited partnership investments. Higher AXXX statutory reserve liabilities on UL policies with secondary guarantees also contributed to invested asset growth. At June 30, 2007, we reduced statutory reserves related to our secondary guarantee UL products by approximately $150 million, which has reduced the amount of net investment income allocated to this segment by $2 million per quarter. In October 2007, we released approximately $300 million of capital that had previously supported our UL products with secondary guarantees. This lowered the level of assets supporting this business and thereby will reduce net investment income by approximately $5 million per quarter in 2008. This release was the result of the issuance of $375 million of 6.30% senior notes, discussed in Introduction Recent Developments above. At December 31, 2007, we reduced statutory reserves related primarily to legal entity consolidation by $344 million, which we believe will reduce the amount of net investment income allocated to this segment by $5 million per quarter.
66
The increase in interest credited was attributable primarily to growth in UL account values of 6%. On June 1, 2007, we implemented a 10 basis point decrease in crediting rates on most interest-sensitive products not already at contractual guarantees, which has increased spreads approximately 5 basis points.
At the end of 2007, the portfolio rates exceeded new money rates by roughly 32 basis points. At the end of 2006, the portfolio rates exceeded new money rates by roughly 22 basis points. As of December 31, 2007, 54% of interest-sensitive account values have crediting rates at contract guaranteed levels, and 36% have crediting rates within 50 basis points of contractual guarantees. Going forward, we expect to be able to manage the effects of spreads on near-term income from operations through a combination of rate actions and portfolio management. This assumes no significant changes in net flows into or out of our fixed accounts or other changes that may cause interest rate spreads to differ from our expectations. For information on interest rate spreads and the interest rate risk due to falling interest rates, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Comparison of 2006 to 2005
Growth in fixed maturity
Benefits
Details underlying benefits (dollars in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Benefits |
||||||||||||||||||
Death claims direct and assumed |
$ | 1,905 | $ | 1,623 | $ | 890 | 17 | % | 82 | % | ||||||||
Death claims ceded |
(800 | ) | (705 | ) | (437 | ) | -13 | % | -61 | % | ||||||||
Reserves released on death |
(322 | ) | (309 | ) | (161 | ) | -4 | % | -92 | % | ||||||||
Net death benefits |
783 | 609 | 292 | 29 | % | 109 | % | |||||||||||
Change in reserves for products with secondary guarantees: |
||||||||||||||||||
Prospective unlocking |
1 | 15 | | -93 | % | NM | ||||||||||||
Other |
59 | 39 | | 51 | % | NM | ||||||||||||
Other benefits (1) |
227 | 224 | 169 | 1 | % | 33 | % | |||||||||||
Total benefits |
$ | 1,070 | $ | 887 | $ | 461 | 21 | % | 92 | % | ||||||||
Death claims per $1,000 of inforce |
2.04 | 1.35 | 0.95 | 51 | % | 42 | % |
(1) |
Other benefits include primarily traditional product changes in reserves and dividends. |
Benefits for this segment include claims incurred during the period in excess of the associated reserves for its interest-sensitive and traditional products. In addition, benefits include the change in reserves for our products with secondary guarantees. The reserve for secondary guarantees is impacted by changes in expected future trends of expense assessments causing unlocking adjustments to this liability similar to DAC, VOBA and DFEL.
Comparison of 2007 to 2006
Benefits increased primarily due to growth in business in force, higher mortality and an increase in reserves for products with secondary guarantees, partially offset by $14 million in the first quarter of 2007 related to adjustments to the opening balance sheet of Jefferson-Pilot.
The adjustment to account values and modification of accounting related to certain life insurance policies in the second quarter of 2007 increased reserves for products with secondary guarantees. The 2007 unfavorable prospective unlocking review also resulted in an increase in reserves for products with secondary guarantees. As a result of these changes, we expect an increase to reserves of approximately $4 million in future quarters. The 2006 unfavorable prospective unlocking (increase in reserves) was due primarily to updating long-term alternative investment interest rate assumptions. The change in assumptions was estimated to result in an increase in reserves in future quarters of approximately $2 million.
67
Comparison of 2006 to 2005
In addition to the 2006 items discussed above, the growth in the book of business also contributed to the increase as well as an absence of unlocking in 2005.
Underwriting, Acquisition, Insurance and Other Expenses
Details underlying underwriting, acquisition, insurance and other expenses (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Underwriting, Acquisition, Insurance and Other Expenses |
||||||||||||||||||
Commissions |
$ | 864 | $ | 612 | $ | 267 | 41 | % | 129 | % | ||||||||
General and administration expenses |
436 | 399 | 296 | 9 | % | 35 | % | |||||||||||
Taxes, licenses and fees |
110 | 99 | 55 | 11 | % | 80 | % | |||||||||||
Total expenses incurred |
1,410 | 1,110 | 618 | 27 | % | 80 | % | |||||||||||
DAC and VOBA deferrals |
(1,100 | ) | (808 | ) | (374 | ) | -36 | % | NM | |||||||||
Total expenses recognized before amortization |
310 | 302 | 244 | 3 | % | 24 | % | |||||||||||
DAC and VOBA amortization, net of interest: |
||||||||||||||||||
Prospective unlocking |
20 | 13 | (24 | ) | 54 | % | 154 | % | ||||||||||
Retrospective unlocking |
(55 | ) | (23 | ) | (8 | ) | NM | NM | ||||||||||
Other amortization |
531 | 447 | 291 | 19 | % | 54 | % | |||||||||||
Other intangible amortization |
4 | 3 | | 33 | % | NM | ||||||||||||
Total underwriting, acquisition, insurance and other expenses |
$ | 810 | $ | 742 | $ | 503 | 9 | % | 48 | % | ||||||||
DAC and VOBA deferrals |
||||||||||||||||||
As a percentage of sales |
147.5 | % | 141.5 | % | 123.0 | % |
Commissions and other general and administrative expenses, which vary with and are related primarily to the production of new business, are deferred to the extent recoverable and for our interest-sensitive products are generally amortized over the lives of the contracts in relation to EGPs. For our traditional products, DAC and VOBA are amortized on either a straight-line basis or as a level percent of premium of the related contracts, depending on the block of business.
Comparison of 2007 to 2006
The increase in expenses incurred was due partially to the growth in business in force. The increase in DAC and VOBA amortization, excluding unlocking, was due partially to favorable gross margins primarily from favorable investment results. In addition, DAC and VOBA amortization was increased by $10 million related to adjustments to the opening balance sheet of Jefferson-Pilot finalized in the first quarter of 2007.
The 2007 unfavorable prospective unlocking (increase to DAC and VOBA amortization) was due primarily to a $36 million increase from modeling refinements net of a $16 million decrease from changes to our long-term assumptions. The 2007 assumption changes were related primarily to improved lapse, expense and interest rates. The 2006 unfavorable prospective unlocking (increase to DAC and VOBA amortization) was due primarily to an $11 million increase from assumption changes and a $2 million increase from modeling refinements. The 2006 assumption changes were related primarily to the impact of the increased reserves on life insurance products with secondary guarantees, partially offset by improved mortality and expenses.
The 2007 favorable retrospective unlocking (decrease to DAC and VOBA amortization) was due primarily to favorable persistency, higher excess investment income and lower maintenance expenses.
Comparison of 2006 to 2005
The 2005 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due to assumption changes related to improved mortality, partially offset by less favorable retention and interest rates.
The 2005 favorable retrospective unlocking (decrease to DAC and VOBA amortization) was due primarily to favorable persistency.
68
The Employer Markets business provides its products through two segments, Retirement Products and Group Protection. The Retirement Products segment operates through two lines of business Defined Contribution, which provides employer-sponsored variable and fixed annuities, and mutual-fund based programs in the 401(k), 403(b), and 457 marketplaces, and Executive Benefits, which provides corporate-owned life insurance (COLI) and bank-owned life insurance (BOLI) and contains an Institutional Pension business. The Group Protection segment of Employer Markets offers group life, disability and dental insurance to employers.
For factors that could cause actual results to differ materially from those set forth in this section, see Item 1A. Risk Factors and Forward-Looking Statements Cautionary Language above.
Employer Markets Retirement Products
Income from Operations
Details underlying the results for Employer Markets Retirement Products (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Operating Revenues |
|||||||||||||||
Insurance premiums |
$ | 1 | $ | 5 | $ | 9 | -80 | % | -44 | % | |||||
Insurance fees |
317 | 275 | 238 | 15 | % | 16 | % | ||||||||
Net investment income |
1,100 | 1,055 | 898 | 4 | % | 17 | % | ||||||||
Other revenues and fees |
23 | 25 | 30 | -8 | % | -17 | % | ||||||||
Total operating revenues |
1,441 | 1,360 | 1,175 | 6 | % | 16 | % | ||||||||
Operating Expenses |
|||||||||||||||
Interest credited |
615 | 542 | 441 | 13 | % | 23 | % | ||||||||
Benefits |
138 | 139 | 134 | -1 | % | 4 | % | ||||||||
Underwriting, acquisition, insurance and other expenses |
357 | 330 | 313 | 8 | % | 5 | % | ||||||||
Total operating expenses |
1,110 | 1,011 | 888 | 10 | % | 14 | % | ||||||||
Income from operations before taxes |
331 | 349 | 287 | -5 | % | 22 | % | ||||||||
Federal income taxes |
96 | 96 | 80 | 0 | % | 20 | % | ||||||||
Income from operations |
$ | 235 | $ | 253 | $ | 207 | -7 | % | 22 | % | |||||
The discussion of Employer Markets Retirement Products is provided in Retirement Products Defined Contribution and Retirement Products Executive Benefits below.
69
Retirement Products Defined Contribution
Income from Operations
Details underlying the results for Employer Markets Retirement Products Defined Contribution (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Operating Revenues |
|||||||||||||||
Insurance fees |
$ | 259 | $ | 230 | $ | 211 | 13 | % | 9 | % | |||||
Net investment income |
709 | 738 | 711 | -4 | % | 4 | % | ||||||||
Other revenues and fees |
18 | 20 | 25 | -10 | % | -20 | % | ||||||||
Total operating revenues |
986 | 988 | 947 | 0 | % | 4 | % | ||||||||
Operating Expenses |
|||||||||||||||
Interest credited |
418 | 411 | 402 | 2 | % | 2 | % | ||||||||
Underwriting, acquisition, insurance and other expenses |
315 | 297 | 284 | 6 | % | 5 | % | ||||||||
Total operating expenses |
733 | 708 | 686 | 4 | % | 3 | % | ||||||||
Income from operations before taxes |
253 | 280 | 261 | -10 | % | 7 | % | ||||||||
Federal income taxes |
72 | 76 | 74 | -5 | % | 3 | % | ||||||||
Income from operations |
$ | 181 | $ | 204 | $ | 187 | -11 | % | 9 | % | |||||
Comparison of 2007 to 2006
Income from operations for this segment decreased due primarily to the following:
|
Lower net investment income driven by net outflows for fixed annuities, including the fixed portion of variable annuity contracts and less favorable results from our alternative investment income and prepayment and bond makewhole premiums; |
|
Higher interest credited to contract holders attributable to an increase in crediting rates; |
|
A $7 million decrease attributable to a $2 million unfavorable prospective unlocking of DAC and VOBA from assumption changes for 2007 compared to a $5 million favorable prospective unlocking from assumption changes for 2006; and |
|
In 2007, we incurred higher expenses from investments in strategic initiatives. |
The decrease in income from operations was partially offset by growth in insurance fees driven by increases in account values from equity market gains and positive net flows, however a substantial increase in new deposit production is necessary to maintain earnings at current levels.
Comparison of 2006 to 2005
Income from operations for this segment increased due primarily to the following:
|
Growth in insurance fees driven by increases in account values from equity market gains and positive net flows; and |
|
Higher investment income from an increase in investment yields. |
The increase in income from operations was partially offset by a $9 million decrease attributable to a $5 million favorable prospective unlocking for 2006, discussed above, compared to a $14 million favorable prospective unlocking from assumption changes for 2005.
The foregoing items are discussed further below.
70
Insurance Fees
Details underlying insurance fees, account values and net flows (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Insurance Fees |
||||||||||||||||||
Annuity expense assessments |
$ | 234 | $ | 210 | $ | 190 | 11 | % | 11 | % | ||||||||
Alliance mutual fund fees |
17 | 12 | 11 | 42 | % | 9 | % | |||||||||||
Total expense assessments |
251 | 222 | 201 | 13 | % | 10 | % | |||||||||||
Surrender charges |
8 | 8 | 10 | 0 | % | -20 | % | |||||||||||
Total insurance fees |
$ | 259 | $ | 230 | $ | 211 | 13 | % | 9 | % | ||||||||
Average Daily Variable Account Values |
$ | 18,043 | $ | 16,432 | $ | 14,782 | 10 | % | 11 | % | ||||||||
Average Daily S&P 500 Index ® |
1,476.71 | 1,310.58 | 1,207.41 | 13 | % | 9 | % | |||||||||||
As of December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Account Values |
||||||||||||||||||
Variable portion of variable annuities |
$ | 17,876 | $ | 17,476 | $ | 15,693 | 2 | % | 11 | % | ||||||||
Fixed portion of variable annuities |
5,893 | 6,210 | 6,354 | -5 | % | -2 | % | |||||||||||
Total variable annuities |
23,769 | 23,686 | 22,047 | 0 | % | 7 | % | |||||||||||
Fixed annuities |
4,996 | 4,796 | 4,655 | 4 | % | 3 | % | |||||||||||
Total annuities |
28,765 | 28,482 | 26,702 | 1 | % | 7 | % | |||||||||||
Alliance Mutual Funds |
7,293 | 5,174 | 3,772 | 41 | % | 37 | % | |||||||||||
Total annuities and Alliance |
$ | 36,058 | $ | 33,656 | $ | 30,474 | 7 | % | 10 | % | ||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Variable portion of variable annuity deposits |
$ | 2,355 | $ | 2,525 | $ | 2,254 | -7 | % | 12 | % | ||||||||
Variable portion of variable annuity withdrawals |
(3,212 | ) | (2,557 | ) | (2,110 | ) | -26 | % | -21 | % | ||||||||
Variable portion of variable annuity net flows |
(857 | ) | (32 | ) | 144 | NM | NM | |||||||||||
Fixed portion of variable annuity deposits |
351 | 441 | 520 | -20 | % | -15 | % | |||||||||||
Fixed portion of variable annuity withdrawals |
(912 | ) | (938 | ) | (784 | ) | 3 | % | -20 | % | ||||||||
Fixed portion of variable annuity net flows |
(561 | ) | (497 | ) | (264 | ) | -13 | % | -88 | % | ||||||||
Total variable annuity deposits |
2,706 | 2,966 | 2,774 | -9 | % | 7 | % | |||||||||||
Total variable annuity withdrawals |
(4,124 | ) | (3,495 | ) | (2,894 | ) | -18 | % | -21 | % | ||||||||
Total variable annuity net flows |
(1,418 | ) | (529 | ) | (120 | ) | NM | NM | ||||||||||
Fixed annuity deposits |
754 | 506 | 563 | 49 | % | -10 | % | |||||||||||
Fixed annuity withdrawals |
(724 | ) | (501 | ) | (679 | ) | -45 | % | 26 | % | ||||||||
Fixed annuity net flows |
30 | 5 | (116 | ) | NM | 104 | % | |||||||||||
Total annuity deposits |
3,460 | 3,472 | 3,337 | 0 | % | 4 | % | |||||||||||
Total annuity withdrawals |
(4,848 | ) | (3,996 | ) | (3,573 | ) | -21 | % | -12 | % | ||||||||
Total annuity net flows |
(1,388 | ) | (524 | ) | (236 | ) | NM | NM | ||||||||||
Alliance Mutual Fund deposits |
2,090 | 1,113 | 1,066 | 88 | % | 4 | % | |||||||||||
Alliance Mutual Fund withdrawals |
(365 | ) | (247 | ) | (410 | ) | -48 | % | 40 | % | ||||||||
Total Alliance Mutual Fund net flows |
1,725 | 866 | 656 | 99 | % | 32 | % | |||||||||||
Total annuity and Alliance deposits |
5,550 | 4,585 | 4,403 | 21 | % | 4 | % | |||||||||||
Total annuity and Alliance withdrawals |
(5,213 | ) | (4,243 | ) | (3,983 | ) | -23 | % | -7 | % | ||||||||
Total annuity and Alliance net flows |
$ | 337 | $ | 342 | $ | 420 | -1 | % | -19 | % | ||||||||
We charge expense assessments to cover insurance and administrative expenses. Expense assessments are generally equal to a percentage of the daily variable account values. Our expense assessments include fees we earn for the services that we provide to
71
Alliance program accounts. In addition, we collect surrender charges when contract holders surrender their contracts during the surrender charge periods to protect us from premature withdrawals.
New deposits are an important component of our effort to grow our business. Although deposits do not significantly impact current period income from operations, they are an important indicator of future profitability. The other component of net flows relates to the retention of our business as demonstrated by our lapse rates.
We serve the mid-large case 401(k) and 403(b) markets with our Alliance program. During 2006, we restructured the Alliance program sales organization to create a dedicated team focused on deposit growth. The Alliance program bundles our fixed annuity products with mutual funds, along with record keeping and employee education components. The amounts associated with the Alliance mutual fund program are not included in the assets or liabilities reported in our Consolidated Balance Sheets.
The distribution model for the small case 401(k) market is focused on driving growth through financial intermediaries. The two primary products we sell to this market are DIRECTOR SM and Lincoln American Legacy Retirement SM . As part of the strategic redesign of this model, in October 2006, we terminated a relationship with a third-party wholesaler and committed resources to developing our own wholesale sales force. As a result, at the end of 2007, we had 80 wholesalers in place to support this business and intend to add an additional 33 wholesalers in 2008.
Comparison of 2007 to 2006
The increase in expense assessments was driven by increases in the average daily variable annuity account values. The increase in account values is the result of favorable equity markets partially offset by negative net flows.
The increase in new deposits was due primarily to growth in the Alliance program. Deposits for our Alliance program (including Alliance program fixed annuity deposits) were $2.8 billion for 2007, an increase of 79% from $1.5 billion in 2006 due primarily to an increase in the number of Alliance program accounts resulting in both an increase in initial deposits and an increase in ongoing periodic deposits.
Sales of our 401(k) DIRECTOR SM product decreased 13% in 2007. This was primarily the result of terminating our relationship with our third-party wholesaler in October 2006, which has had a greater than expected effect of sales and lapse rates. We expect that, in the long-term, the benefits associated with our investment in a new wholesaling force will outweigh any short-term consequences of terminating our third-party wholesaling relationship. In 2007, the number of wholesalers increased from 37 to 80.
The overall lapse rate for our annuity products was 15% for 2007 compared to 13% for 2006. The main driver of lapses was Multi-Fund ® , our oldest block of annuity business and our 401(k) DIRECTOR SM product as discussed above. As of December 31, 2007, account values for Multi-Fund ® totaled $13.3 billion, and net flows for 2007 were $(876) million. The return on assets, calculated as income divided by average assets under management, for Multi-Fund ® is more than two times that of new deposits. Therefore, a substantial increase in new deposit production is necessary to maintain earnings at current levels.
As of December 31, 2007, approximately $14.0 billion, or 60%, of variable annuity contract account values contained a return of premium death benefit feature, and the NAR related to these contracts was $10 million. The remaining variable annuity contract account values, including the 401(k) DIRECTOR SM product, contain no GMDB feature.
Comparison of 2006 to 2005
The increase in expense assessments was driven by increases in the average daily variable annuity account values. The increase in account values is the result of favorable equity markets partially offset by negative net flows.
The overall lapse rate in 2006 was 13%, compared to 12% in 2005.
72
Net Investment Income and Interest Credited
Details underlying net investment income, interest credited (in millions) and our interest rate spread were as follows:
A portion of our investment income earned is credited to the contract holders of our fixed products. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed product line and what we credit to our fixed contract holders accounts, including the fixed portion of variable annuities. The interest rate spread for this segment represents the excess of the yield on invested assets on reserves over the average crediting rate. The yield on invested assets on reserves is calculated as net investment income, excluding the amounts attributable to our surplus investments, divided by average invested assets on reserves. The average crediting rate is calculated as interest credited less amortization related to DSI, divided by the average fixed account values, including the fixed portion of variable annuities. Commercial mortgage loan prepayments and bond makewhole premiums, alternative investment income and surplus investment income can vary significantly from period to period due to a number of factors and therefore can provide results that are not indicative of the underlying trends.
73
Comparison of 2007 to 2006
The decrease in fixed maturity securities, mortgage loans on real estate and other net investment income was attributable to a net decrease in average fixed account values, including the fixed portion of variable, driven by net outflows.
This segment experienced decreases in its investment income yield and an increase in crediting rates. In response to the competitive environment, we increased crediting rates in April 2006 by 10 basis points for a series of our fixed annuity products with approximately $6 billion of account values. Effective October 1, 2006, we increased the crediting rates for these products by an additional 10 basis points. We are currently evaluating further crediting rate actions, with the expectation of maintaining stable spreads over the near term, excluding the effects of prepayment and makewhole premiums. For information on interest rate spreads and the interest rate risk due to falling interest rates, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Comparison of 2006 to 2005
The increase in fixed maturity securities, mortgage loans on real estate and other net investment income was attributable to the increase in average fixed account values, including the fixed portion of variable. The increase in interest credited was a result of the increase in crediting rates discussed above.
Underwriting, Acquisition, Insurance and Other Expenses
Details underlying underwriting, acquisition, insurance and other expenses (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Underwriting, Acquisition, Insurance and Other Expenses |
||||||||||||||||||
Commissions |
$ | 81 | $ | 92 | $ | 103 | -12 | % | -11 | % | ||||||||
General and administration expenses |
218 | 210 | 215 | 4 | % | -2 | % | |||||||||||
Taxes, licenses and fees |
14 | 9 | 8 | 56 | % | 13 | % | |||||||||||
Total expenses incurred |
313 | 311 | 326 | 1 | % | -5 | % | |||||||||||
DAC deferrals |
(92 | ) | (88 | ) | (97 | ) | -5 | % | 9 | % | ||||||||
Total expenses recognized before amortization |
221 | 223 | 229 | -1 | % | -3 | % | |||||||||||
DAC and VOBA amortization, net of interest: |
||||||||||||||||||
Prospective unlocking |
3 | (7 | ) | (22 | ) | 143 | % | 68 | % | |||||||||
Retrospective unlocking |
5 | 6 | 4 | -17 | % | 50 | % | |||||||||||
Other amortization |
86 | 75 | 73 | 15 | % | 3 | % | |||||||||||
Total |
$ | 315 | $ | 297 | $ | 284 | 6 | % | 5 | % | ||||||||
DAC deferrals |
||||||||||||||||||
As a percentage of sales/deposits |
1.7 | % | 1.9 | % | 2.2 | % |
Commissions and other costs, which vary with and are related primarily to the production of new business, excluding those associated with our Alliance mutual fund product, are deferred to the extent recoverable and are amortized over the lives of the contracts in relation to EGPs. We do not pay commissions on sales of our Alliance mutual fund product, and distribution expenses associated with the sale of our Alliance mutual fund product are not deferred and amortized, as is the case for our insurance products.
Comparison of 2007 to 2006
The increase in expenses incurred was due primarily to increases to our sales force and costs associated with strategic initiatives. Partially offsetting the increase in expenses incurred was a decrease in commissions due primarily to a 10% decrease in the deposits of the 401(k) DIRECTOR SM product.
The 2007 unfavorable prospective unlocking (increase to DAC and VOBA amortization) was due to changes to our long-term assumptions for higher lapse rates and separate account fees, partially offset by lower expenses. The 2006 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due primarily to assumption changes for a lower long-term interest rate and favorable margins, partially offset by lower persistency.
74
Comparison of 2006 to 2005
The decrease in expenses incurred was attributable primarily to a change in expense allocation methodology put into effect in the second quarter of 2006, which shifted expenses to other business segments. The change in methodology was not material to the other segments and did not affect consolidated expenses. Commissions and DAC deferrals decreased due to a change in the mix of product sales.
DAC deferrals as a percentage of sales/deposits decreased due to a change in the mix of sales, reflecting increasing Alliance mutual fund product sales.
The 2005 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due primarily to assumption changes for improved retention.
Retirement Products Executive Benefits
Income from Operations
Details underlying the results for Retirement Products Executive Benefits (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Operating Revenues |
|||||||||||||||
Insurance premiums |
$ | 1 | $ | 5 | $ | 9 | -80 | % | -44 | % | |||||
Insurance fees |
58 | 45 | 27 | 29 | % | 67 | % | ||||||||
Net investment income |
391 | 317 | 187 | 23 | % | 70 | % | ||||||||
Other revenues and fees |
5 | 5 | 5 | 0 | % | 0 | % | ||||||||
Total operating revenues |
455 | 372 | 228 | 22 | % | 63 | % | ||||||||
Operating Expenses |
|||||||||||||||
Interest credited |
197 | 131 | 39 | 50 | % | 236 | % | ||||||||
Benefits |
138 | 139 | 134 | -1 | % | 4 | % | ||||||||
Underwriting, acquisition, insurance and other expenses |
42 | 33 | 29 | 27 | % | 14 | % | ||||||||
Total operating expenses |
377 | 303 | 202 | 24 | % | 50 | % | ||||||||
Income from operations before taxes |
78 | 69 | 26 | 13 | % | 165 | % | ||||||||
Federal income taxes |
24 | 20 | 6 | 20 | % | 233 | % | ||||||||
Income from operations |
$ | 54 | $ | 49 | $ | 20 | 10 | % | 145 | % | |||||
Comparison of 2007 to 2006
Income from operations for this segment increased due primarily to the following:
|
Including the results of operations for the COLI and BOLI business acquired from Jefferson-Pilot for twelve months in 2007 compared to only nine months in 2006; and |
|
Increased investment spread attributable to the three secured limited recourse notes issued in December 2006 and April 2007. |
The increase in income from operations was partially offset by the following:
|
A $2 million decrease attributable to the retrospective unlocking of DAC and VOBA; |
|
Weaker results from our prepays and alternative investments; and |
|
Less favorable mortality in our Institutional Pension business. |
75
Comparison of 2006 to 2005
Income from operations for this segment increased due primarily to the following:
|
Including the results of operations for the COLI and BOLI business acquired from Jefferson-Pilot for nine months in 2006; |
|
Higher insurance fees from growth of our COLI and BOLI business in force; and |
|
Favorable mortality in our Institutional Pension business. |
The foregoing items are discussed further below, except for the increases resulting from including the revenue and expenses of Jefferson-Pilot starting with the second quarter of 2006, as it was the primary reason for the increase in our
Insurance Fees
Details underlying insurance fees, sales, net flows, account values and in force (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Insurance Fees |
||||||||||||||||||
Mortality assessments |
$ | 35 | $ | 27 | $ | 9 | 30 | % | 200 | % | ||||||||
Expense assessments |
25 | 21 | 20 | 19 | % | 5 | % | |||||||||||
DFEL: |
||||||||||||||||||
Deferrals |
(4 | ) | (4 | ) | (4 | ) | 0 | % | 0 | % | ||||||||
Amortization, excluding unlocking |
1 | 1 | 2 | 0 | % | -50 | % | |||||||||||
Prospective unlocking |
| | (1 | ) | NM | 100 | % | |||||||||||
Retrospective unlocking |
1 | | 1 | NM | -100 | % | ||||||||||||
Total insurance fees |
$ | 58 | $ | 45 | $ | 27 | 29 | % | 67 | % | ||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
COLI and BOLI Sales |
$ | 91 | $ | 83 | $ | 50 | 10 | % | 66 | % | ||||||||
COLI and BOLI Account Value |
||||||||||||||||||
Balance at beginning-of-year |
$ | 4,305 | $ | 1,319 | $ | 1,122 | 226 | % | 18 | % | ||||||||
Business acquired |
| 2,795 | | -100 | % | NM | ||||||||||||
Deposits |
303 | 267 | 210 | 13 | % | 27 | % | |||||||||||
Withdrawals and deaths |
(320 | ) | (210 | ) | (48 | ) | -52 | % | NM | |||||||||
Net flows |
(17 | ) | 57 | 162 | NM | -65 | % | |||||||||||
Policyholder assessments |
(70 | ) | (60 | ) | (35 | ) | -17 | % | -71 | % | ||||||||
Interest credited and change in market value |
218 | 194 | 70 | 12 | % | 177 | % | |||||||||||
Balance at end-of-year |
$ | 4,436 | $ | 4,305 | $ | 1,319 | 3 | % | 226 | % | ||||||||
COLI and BOLI In Force |
$ | 15,292 | $ | 15,645 | $ | 7,729 | -2 | % | 102 | % | ||||||||
Institutional Pensions Account Value |
$ | 2,094 | $ | 2,720 | $ | 2,737 | -23 | % | -1 | % | ||||||||
Our mortality and expense assessments primarily relate to our COLI and BOLI business, and to a lesser extent the interest-sensitive products associated with our Institutional Pension business, and are deducted from our contract holders account values and reported as insurance fees. For our traditional Institutional Pension products, these charges are embedded in the premiums charged to our customers and reported as insurance premiums. For the COLI and BOLI business, the mortality and expense assessments amounts are a function of the rates priced into the product and face amount of our insurance in force. Insurance in force, in turn, is driven by sales, persistency and mortality experience. The Institutional Pension business is a closed-block of pension business, the majority of which was sold on a group pension annuity basis, and is currently in run-off.
Included in the business acquired with the Jefferson-Pilot companies are BOLI products, which accounted for $1.9 billion in contract holder fund balances. As of December 31, 2007, VOBA balances, net of unearned revenue reserves, related to these blocks were approximately $117 million. These contracts, which are generally not subject to surrender charges, are owned by several thousand contract holders. These contracts were primarily originated through, and continue to be serviced by, two
76
marketing organizations. The surrender rate for this product may increase beyond current experience due to the absence of surrender charges and rising interest rates that may result in returns available to contract holders on competitors products being more attractive than on our policies in force. The following factors may influence contract holders to continue these coverages: 1) our ability to adjust crediting rates; 2) relatively high minimum rate guarantees; 3) the difficulty of re-underwriting existing and additional covered lives; and 4) unfavorable tax attributes of certain surrenders. Our assumptions for amortizing VOBA and unearned revenue for these policies reflect a higher long-term expected lapse rate than other blocks of business due to the factors noted above. Lapse experience for this block in a particular period could vary significantly from our long-term lapse assumptions.
Consistent with the way we report UL sales, we report COLI and BOLI sales as 100% of annualized expected target premium plus 5% of paid excess premium, including an adjustment for internal replacements at approximately 50% of target. Sales in this business tend to be of large case nature and can fluctuate significantly from quarter to quarter.
Comparison of 2007 to 2006
Mortality and expense assessments for this business were favorably impacted by higher variable fees resulting from a customer transferring $55 million of fixed account value to variable account value in the second quarter of 2007. This transfer had an offsetting impact on investment income and interest credited as discussed below. Mortality and expense assessments are also increasing as client preference has begun to shift from fixed to variable products.
Comparison of 2006 to 2005
Growth in our COLI and BOLI in force contributed to the increases in mortality and
Net Investment Income and Interest Credited
Details underlying net investment income and interest credited (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||
Net Investment Income |
||||||||||||||||
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses |
$ | 375 | $ | 299 | $ | 179 | 25 | % | 67 | % | ||||||
Commercial mortgage loan prepayment and bond makewhole premiums (1) |
2 | 7 | 1 | -71 | % | NM | ||||||||||
Alternative investments (2) |
| 1 | | -100 | % | NM | ||||||||||
Surplus investments (3) |
14 | 12 | 7 | 17 | % | 71 | % | |||||||||
Internal default charges (4) |
| (2 | ) | | 100 | % | NM | |||||||||
Total net investment income |
$ | 391 | $ | 317 | $ | 187 | 23 | % | 70 | % | ||||||
Interest Credited |
$ | 197 | $ | 131 | $ | 39 | 50 | % | 236 | % | ||||||
(1) |
See Consolidated Investments Commercial Mortgage Loan Prepayment and Bond Makewhole Premiums below for additional information. |
(2) |
See Consolidated Investments Alternative Investments below for additional information. |
(3) |
Represents net investment income on the required statutory surplus for this segment. |
(4) |
See Results of Other Operations below for information on this methodology discontinued in the third quarter of 2006. |
When analyzing the impact of net investment income for this segment, it is important to understand that a portion of the investment income earned is credited to the contract holders of our fixed products, including the fixed portion of variable. We expect to earn a spread between what we earn on the underlying general account investments supporting the fixed product line and what we credit to our fixed contract holders accounts.
Commercial mortgage loan prepayments and bond makewhole premiums, alternative investment income and surplus investment income can vary significantly from period to period due to a number of factors and therefore can provide results that are not indicative of the underlying trends.
77
Comparison of 2007 to 2006
Fixed maturity securities, mortgage loans on real estate and other net investment income increased by $47 million related to the three secured limited recourse notes, discussed in Consolidated Investments Credit-Linked Notes below and Note 4. Partially offsetting this increase was the unfavorable impact of a customer transferring $55 million from fixed accounts to variable accounts in the second quarter of 2007, which reduced the interest margin. Interest credited increased by $39 million related to the secured limited recourse notes. Additionally, on July 1, 2006, we implemented a 25 basis point increase in crediting rates on the BOLI business, which increased interest credited to contract holders and also reduced the interest margin.
Comparison of 2006 to 2005
The 25 basis point increase in crediting rates discussed above related to the acquired BOLI business from Jefferson-Pilot.
Benefits
Benefits for this segment include claims incurred during the period in excess of the associated account balance for its interest-sensitive products. Benefits are recognized when incurred for Institutional Pension products.
Comparison of 2007 to 2006
The decrease was attributable to a recovery on a reinsurance agreement in the first quarter of 2007.
Comparison of 2006 to 2005
Benefits for 2006 included a reduction for favorable mortality in the Institutional
Underwriting, Acquisition, Insurance and Other Expenses
Details underlying underwriting, acquisition, insurance and other expenses (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Underwriting, Acquisition, Insurance and Other Expenses |
||||||||||||||||||
Commissions |
$ | 34 | $ | 32 | $ | 22 | 6 | % | 45 | % | ||||||||
General and administration expenses |
19 | 17 | 19 | 12 | % | -11 | % | |||||||||||
Taxes, licenses and fees |
6 | 5 | 4 | 20 | % | 25 | % | |||||||||||
Total expenses incurred |
59 | 54 | 45 | 9 | % | 20 | % | |||||||||||
DAC and VOBA deferrals |
(34 | ) | (31 | ) | (23 | ) | -10 | % | -35 | % | ||||||||
Total expenses recognized before amortization |
25 | 23 | 22 | 9 | % | 5 | % | |||||||||||
DAC and VOBA amortization, net of interest: |
||||||||||||||||||
Prospective unlocking |
1 | 1 | (1 | ) | 0 | % | 200 | % | ||||||||||
Retrospective unlocking |
3 | (1 | ) | 3 | NM | NM | ||||||||||||
Other amortization |
13 | 10 | 5 | 30 | % | 100 | % | |||||||||||
Total underwriting, acquisition, insurance and other expenses |
$ | 42 | $ | 33 | $ | 29 | 27 | % | 14 | % | ||||||||
DAC and VOBA deferrals |
||||||||||||||||||
As a percentage of sales/deposits |
37.4 | % | 37.3 | % | 46.0 | % |
Commissions and other costs, which vary with and are related primarily to the production of new business, are deferred to the extent recoverable and for our interest-sensitive products are amortized over the lives of the contracts in relation to EGPs.
Comparison of 2007 to 2006
The increase in expenses incurred was primarily a result of increased sales.
78
The 2007 unfavorable prospective unlocking (increase to DAC and VOBA amortization) was primarily the result of increasing our long-term assumptions for case lapses. The 2006 unfavorable prospective unlocking (increase to DAC and VOBA amortization) was due to changes in our long-term assumptions for interest margins on this business.
The 2007 unfavorable retrospective unlocking (increase to DAC and VOBA amortization) was due to actual gross profits being lower than EGPs due to the impact of a customer transferring $55 million of fixed accounts to variable accounts and lower than expected surrender activity. The surrender activity occurred in 2007 for a variety of reasons, and there are no systemic issues such as service or product competitiveness. The favorable retrospective unlocking (decrease to DAC and VOBA amortization) in 2006 was due to more favorable persistency.
Comparison of 2006 to 2005
The change in expense allocation methodology put into effect in the third quarter of 2006, lowered expenses relative to 2005, but did not affect consolidated expenses incurred.
The 2005 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due to the changes to the long-term assumptions underlying the amortization of DAC and VOBA.
The 2005 unfavorable retrospective unlocking (increase to DAC and VOBA amortization) was due to less favorable persistency, which resulted in actual gross profits being less than the EGPs used in the amortization of DAC.
Federal Income Taxes
Comparison of 2007 to 2006
The effective federal income tax rate increased to 31% from 29%, as increased earnings did not have a proportionate increase in permanent adjustments.
Comparison of 2006 to 2005
The effective federal income tax rate increased to 29% from 23%, as increased earnings did not have a proportionate increase in permanent adjustments.
Employer Markets Group Protection
The Group Protection segment offers group life, disability and dental insurance to
employers. The segments products are marketed primarily through a national distribution system of regional group offices. These offices develop business through employee benefit brokers, third-party administrators and other employee benefit
Income from Operations
Details underlying the results for Employer Markets Group Protection (in millions) were as follows:
For the Years Ended
December 31, |
|||||||||
2007 | 2006 | Change | |||||||
Operating Revenues |
|||||||||
Insurance premiums |
$ | 1,380 | $ | 949 | 45 | % | |||
Net investment income |
115 | 80 | 44 | % | |||||
Other revenues and fees |
5 | 3 | 67 | % | |||||
Total operating revenues |
1,500 | 1,032 | 45 | % | |||||
Operating Expenses |
|||||||||
Benefits |
999 | 663 | 51 | % | |||||
Underwriting, acquisition, insurance and other expenses |
326 | 217 | 50 | % | |||||
Total operating expenses |
1,325 | 880 | 51 | % | |||||
Income from operations before taxes |
175 | 152 | 15 | % | |||||
Federal income taxes |
61 | 53 | 15 | % | |||||
Income from operations |
$ | 114 | $ | 99 | 15 | % | |||
79
For the Years Ended
December 31, |
|||||||||
2007 | 2006 | Change | |||||||
Income from Operations by Product Line |
|||||||||
Life |
$ | 41 | $ | 37 | 11 | % | |||
Disability |
64 | 53 | 21 | % | |||||
Dental |
4 | 6 | -33 | % | |||||
Total non-medical |
109 | 96 | 14 | % | |||||
Medical |
5 | 3 | 67 | % | |||||
Total income from operations |
$ | 114 | $ | 99 | 15 | % | |||
Comparison of 2007 to 2006
Income from operations for this segment increased due to the following:
|
Growth in sales as a result of sales strength in our core, small case markets; and |
|
This segment was added as a result of the merger with Jefferson-Pilot, therefore the results of operations reflect twelve months of activity in 2007 compared to only nine months in 2006. |
The increase in income from operations was partially offset by the following:
|
Loss ratios in 2007 were not as favorable as the loss ratios in 2006 due to the exceptional claims experience on all our non-medical products during 2006; and |
|
The adoption of SOP 05-1 on January 1, 2007, which increased DAC and VOBA amortization, net of deferrals, by approximately $5 million. |
The foregoing items are discussed further below, except for the increases resulting from reporting revenue and expenses starting with the second quarter of 2006, as it was a significant reason for every increase when comparing 2007 to 2006.
The business represented as medical consists primarily of our non-core EXEC-U-CARE
®
product. This product provides an insured medical expense reimbursement vehicle to
executives for non-covered health plan costs. This product produces significant revenues and benefits expenses for this segment but only a limited amount of income. Discontinuance of this product would significantly impact segment revenues, but not
Insurance Premiums
Details underlying insurance premiums (in millions) were as follows:
For the Years Ended
December 31, |
|||||||||
2007 | 2006 | Change | |||||||
Insurance Premiums by Product Line |
|||||||||
Life |
$ | 494 | $ | 334 | 48 | % | |||
Disability |
601 | 407 | 48 | % | |||||
Dental |
136 | 95 | 43 | % | |||||
Total non-medical |
1,231 | 836 | 47 | % | |||||
Medical |
149 | 113 | 32 | % | |||||
Total insurance premiums |
$ | 1,380 | $ | 949 | 45 | % | |||
Sales |
$ | 326 | $ | 209 | 56 | % | |||
Our COI and policy administration charges are embedded in the premiums charged to our customers. The premiums are a function of the rates priced into the product and our business in force. Business in-force, in turn, is driven by sales and persistency experience.
80
Sales in the table above and as discussed below are the combined annualized premiums for our life, disability and dental products. Sales relate to long-duration contracts sold to new contract holders and new programs sold to existing contract holders. The trend in sales is an important indicator of development of business in force over time.
Comparison of 2007 to 2006
The increase in insurance premiums reflects business growth primarily related to our non-medical business as a result of sales strength in our core, small case markets. The growth in sales year over year was partially constrained by sales of larger cases, during the fourth quarter of 2006, including the expansion of an existing relationship that resulted in $11 million of sales to additional hospitals.
Net Investment Income
We use our interest income to build the associated policy reserves, which is a function of our insurance premiums and the yields on our invested assets.
Comparison of 2007 to 2006
The increase in net
Benefits
Details underlying benefits (in millions) were as follows:
For the Years Ended
December 31, |
|||||||||||
2007 | 2006 | Change | |||||||||
Benefits by Product Line |
|||||||||||
Life |
$ | 360 | $ | 233 | 55 | % | |||||
Disability |
406 | 262 | 55 | % | |||||||
Dental |
104 | 68 | 53 | % | |||||||
Total non-medical |
870 | 563 | 55 | % | |||||||
Medical |
129 | 100 | 29 | % | |||||||
Total benefits |
$ | 999 | $ | 663 | 51 | % | |||||
Loss Ratios by Product Line |
|||||||||||
Life |
72.9 | % | 69.8 | % | |||||||
Disability |
67.6 | % | 64.4 | % | |||||||
Dental |
76.5 | % | 71.6 | % | |||||||
Total non-medical |
70.7 | % | 67.3 | % | |||||||
Medical |
86.6 | % | 88.5 | % |
Management has chosen to focus on trends in loss ratios to compare actual experience with pricing expectations because group-underwriting risks change over time. We believe that loss ratios in the 71-74% range are more representative of longer-term expectations for the composite non-medical portion of this segment. Although we expect normal fluctuations in this range, claim experience is inherently uncertain and there can be no assurance that experience will fall inside this expected range.
Comparison of 2007 to 2006
We experienced exceptional claim experience on all our non-medical products during 2006 due to better than expected results for our product lines that we did not believe were sustainable. The experience in 2007 was higher but still on the low end of our expected range of 71-74%. Effective claims management drove favorable claim termination experience.
81
Underwriting, Acquisition, Insurance and Other Expenses
Details underlying underwriting, acquisition, insurance and other expenses (in millions) were as follows:
For the Years Ended
December 31, |
|||||||||||
2007 | 2006 | Change | |||||||||
Underwriting, Acquisition, Insurance and Other Expenses |
|||||||||||
Commissions |
$ | 164 | $ | 110 | 49 | % | |||||
General and administration expenses |
151 | 105 | 44 | % | |||||||
Taxes, licenses and fees |
34 | 23 | 48 | % | |||||||
Total expenses incurred |
349 | 238 | 47 | % | |||||||
DAC and VOBA deferrals |
(54 | ) | (37 | ) | -46 | % | |||||
Total expenses recognized before amortization |
295 | 201 | 47 | % | |||||||
DAC and VOBA amortization, net of interest |
31 | 16 | 94 | % | |||||||
Total underwriting, acquisition, insurance and other expenses |
$ | 326 | $ | 217 | 50 | % | |||||
DAC and VOBA deferrals |
|||||||||||
As a percentage of insurance premiums |
3.9 | % | 3.9 | % |
Expenses, excluding commissions, which vary with and are related primarily to the production of new business, are deferred to the extent recoverable and are amortized on either a straight-line basis or as a level percent of premium of the related contracts depending on the block of business. Commissions, which vary with and are related to paid premiums, are expensed as incurred. The level of expenses is an important driver of profitability for this segment as group insurance contracts are offered within an environment that competes on the basis of price and service.
Comparison of 2007 to 2006
The increases in underwriting, acquisition, insurance and other expenses were in line with the increases in insurance premiums. Increases due to higher employee incentive compensation expenses attributable to the strong sales performance also contributed to the increase in general and administrative expenses. In addition, DAC and VOBA net amortization increased by $8 million as a result of the adoption of SOP 05-1. During the third quarter of 2006, as a result of a review of assumptions for DAC amortization, we changed the DAC amortization period to 15 years, consistent with the period for VOBA, for all products except Dental, which remains at 7 years. This change was implemented retroactive to the merger date and did not have a significant effect on results.
RESULTS OF INVESTMENT MANAGEMENT
The Investment Management segment, through Delaware Investments, provides a broad range of managed account portfolios, mutual funds, sub-advised funds and other investment products to individual investors and to institutional investors such as private and public pension funds, foundations and endowment funds. Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries.
For factors that could cause actual results to differ materially from those set forth in this section, see Item 1A. Risk Factors and Forward-Looking Statements Cautionary Language above.
82
Income from Operations
Details underlying the results for Investment Management (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Operating Revenues |
||||||||||||||||||
Investment advisory fees external |
$ | 360 | $ | 328 | $ | 256 | 10 | % | 28 | % | ||||||||
Investment advisory fees inter-segment |
87 | 97 | 99 | -10 | % | -2 | % | |||||||||||
Other revenues and fees |
143 | 139 | 120 | 3 | % | 16 | % | |||||||||||
Total operating revenues |
590 | 564 | 475 | 5 | % | 19 | % | |||||||||||
Operating Expenses |
||||||||||||||||||
Underwriting, acquisition, insurance and other expenses |
471 | 480 | 448 | -2 | % | 7 | % | |||||||||||
Income from operations before taxes |
119 | 84 | 27 | 42 | % | 211 | % | |||||||||||
Federal income taxes |
43 | 29 | 10 | 48 | % | 190 | % | |||||||||||
Income from operations |
$ | 76 | $ | 55 | $ | 17 | 38 | % | 224 | % | ||||||||
Pre-tax operating margin (1) |
20.2 | % | 14.9 | % | 5.7 | % | ||||||||||||
(1) |
The pre-tax operating margin is determined by dividing pre-tax income from operations by operating revenue. |
Comparison of 2007 to 2006
Income from operations increased due primarily to an increase in investment advisory fees external due to higher third-party average assets under management.
The increase in income from operations was partially offset by a decrease in investment advisory fees inter-segment, net of related operating expenses, due to the transfer of assets to an internal advisor within Employer Markets, a $4 million legal expense accrual in 2007 for existing cases and $3 million in expenses in 2007 associated with the launch of Delaware Enhanced Global Dividend and Income Fund.
Comparison of 2006 to 2005
Income from operations increased due primarily to the following:
|
An increase in investment advisory fees external due to higher third-party average assets under management driven by positive net flows and favorable equity markets; and |
|
Specific cost containment initiatives implemented in 2006, while 2005s results were unfavorably impacted by expenses related to talent acquisitions in the portfolio management area. |
The foregoing items are discussed further below.
83
Investment Advisory Fees
Details underlying assets under management and net flows (in millions) were as follows:
As of December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Retail equity |
$ | 31,598 | $ | 31,705 | $ | 25,202 | 0 | % | 26 | % | ||||||||
Retail fixed |
10,801 | 8,790 | 7,766 | 23 | % | 13 | % | |||||||||||
Total retail |
42,399 | 40,495 | 32,968 | 5 | % | 23 | % | |||||||||||
Institutional equity |
21,732 | 21,957 | 18,755 | -1 | % | 17 | % | |||||||||||
Institutional fixed |
11,526 | 21,105 | 13,079 | -45 | % | 61 | % | |||||||||||
Total institutional |
33,258 | 43,062 | 31,834 | -23 | % | 35 | % | |||||||||||
Inter-segment assets |
77,117 | 81,186 | 55,917 | -5 | % | 45 | % | |||||||||||
Total assets under management |
$ | 152,774 | $ | 164,743 | $ | 120,719 | -7 | % | 36 | % | ||||||||
Total Sub-Advised Assets, Included Above |
||||||||||||||||||
Retail |
$ | 16,219 | $ | 18,023 | $ | 15,389 | -10 | % | 17 | % | ||||||||
Institutional |
4,570 | 4,648 | 5,114 | -2 | % | -9 | % | |||||||||||
Total sub-advised assets |
$ | 20,789 | $ | 22,671 | $ | 20,503 | -8 | % | 11 | % | ||||||||
For the Years Ended
December 31, |
Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Net Flows |
||||||||||||||||||
Retail equity sales |
$ | 7,318 | $ | 8,935 | $ | 11,383 | -18 | % | -22 | % | ||||||||
Retail equity redemptions and transfers |
(9,998 | ) | (8,388 | ) | (5,906 | ) | -19 | % | -42 | % | ||||||||
Retail equity net flows |
(2,680 | ) | 547 | 5,477 | NM | -90 | % | |||||||||||
Retail fixed income sales |
5,961 | 4,057 | 3,718 | 47 | % | 9 | % | |||||||||||
Retail fixed income redemptions and transfers |
(4,308 | ) | (3,227 | ) | (2,753 | ) | -33 | % | -17 | % | ||||||||
Retail fixed income net flows |
1,653 | 830 | 965 | 99 | % | -14 | % | |||||||||||
Total retail sales |
13,279 | 12,992 | 15,101 | 2 | % | -14 | % | |||||||||||
Total retail redemptions and transfers |
(14,306 | ) | (11,615 | ) | (8,659 | ) | -23 | % | -34 | % | ||||||||
Total retail net flows |
(1,027 | ) | 1,377 | 6,442 | NM | -79 | % | |||||||||||
Institutional equity inflows |
4,588 | 5,612 | 11,089 | -18 | % | -49 | % | |||||||||||
Institutional equity withdrawals and transfers |
(7,225 | ) | (4,920 | ) | (5,309 | ) | -47 | % | 7 | % | ||||||||
Institutional equity net flows |
(2,637 | ) | 692 | 5,780 | NM | -88 | % | |||||||||||
Institutional fixed income inflows |
5,885 | 9,490 | 5,214 | -38 | % | 82 | % | |||||||||||
Institutional fixed income withdrawals and transfers |
(3,593 | ) | (2,191 | ) | (2,216 | ) | -64 | % | 1 | % | ||||||||
Institutional fixed income net flows |
2,292 | 7,299 | 2,998 | -69 | % | 143 | % | |||||||||||
Total institutional inflows |
10,473 | 15,102 | 16,303 | -31 | % | -7 | % | |||||||||||
Total institutional redemptions and transfers |
(10,818 | ) | (7,111 | ) | (7,525 | ) | -52 | % | 6 | % | ||||||||
Total institutional net flows |
(345 | ) | 7,991 | 8,778 | NM | -9 | % | |||||||||||
Total sales/inflows |
23,752 | 28,094 | 31,404 | -15 | % | -11 | % | |||||||||||
Total redemptions and transfers |
(25,124 | ) | (18,726 | ) | (16,184 | ) | -34 | % | -16 | % | ||||||||
Total net flows |
$ | (1,372 | ) | $ | 9,368 | $ | 15,220 | NM | -38 | % | ||||||||
Note: Sales/inflows include contributions, dividend reinvestment and in kind transfers. In addition, the above net flows table includes inter-segment flows of our separate accounts. The table above excludes the transfer of $190 million and $201 million of plan assets to an unaffiliated 529 Plan provider for the years ended December 31, 2007 and 2006, respectively, as well as transfers of assets of $780 million to Other Operations and $3.2 billion to Employer Markets for the year ended December 31, 2007, because we do not consider these to be net flows. Also excluded for the year ended December 31, 2007, was the transfer of $12.3 billion of assets to an unaffiliated investment management company.
84
For the Years Ended
December 31, |
Change Over Prior Year | |||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||
Average daily S&P 500 Index ® |
1,476.71 | 1,310.58 | 1,207.41 | 13 | % | 9 | % | |||||
Investment advisory fees are generally a function of the rates priced into the product and our average assets under management, which is driven by net flows and equity markets. Investment advisory fees external include amounts that are ultimately paid to sub-advisors for managing the sub-advised assets. The amounts paid to sub-advisors are generally included in the segments expenses.
Investment advisory fees inter-segment consists of fees for asset management services this segment provides to Individual Markets and Employer Markets for managing general account assets supporting fixed income products and surplus and separate account assets. These inter-segment amounts are not reported on our Consolidated Statements of Income as they are eliminated along with the associated expenses incurred by Individual Markets and Employer Markets. Individual Markets and Employer Markets reports the cost as a reduction to net investment income, which is the same methodology that would be used if these services were provided by an external party.
The level of net flows may vary considerably from period to period, and therefore results in one period are not indicative of net flows in subsequent periods.
Comparison 2007 to 2006
Investment advisory fees external increased primarily due to higher third-party average assets under management as a result of positive equity market returns. This increase was partially offset by a decrease in net flows and lower advisory revenues as a result of the fixed income transaction, as discussed below, and our exit from the 529 business. Market value gains on assets under management in 2007 were $3.2 billion in retail and $2.8 billion in institutional.
Net flows decreased due to the closing of several products and the variability of institutional sales. In addition, we believe sales slowed during 2007 as a result of the announcement of the fixed income transaction, as discussed below. While we expect investment performance to remain solid and look for positive net flows in 2008, capacity constraints in certain investment strategies and the fixed income transaction, as discussed below, may limit sales growth.
On October 31, 2007, we sold certain institutional taxable fixed income business to an unaffiliated investment management company. As a result of this transaction, assets under management decreased by $12.3 billion. For additional detail on this transaction, see Introduction Acquisition and Dispositions above.
Investment advisory fees inter-segment decreased due to a decline in total inter-segment assets under management, primarily related to the transition to Employer Markets of the investment advisory role for the Lincoln Variable Insurance Trust product effective May 1, 2007. In the role of investment advisor, Investment Management provided investment performance and compliance oversight on third-party investment managers in exchange for a fee. Investment Management will continue to manage certain of the assets as a sub-advisor. As a result of this change, Investment Managements assets under management decreased by $3.2 billion, however, there was no impact to our consolidated assets under management or consolidated net income.
Comparison of 2006 to 2005
Investment advisory fees external increased due to higher average third-party assets under management driven by positive net flows and favorable equity markets. Market value gains on assets under management in 2006 were $7.1 billion in retail and $3.4 billion in institutional.
The International ADR managed accounts product sub-advised by Mondrian Investment Partners was closed to new investors in the second quarter of 2006, although the product was held open to contributions from existing customers. Compared to 2005, this closure resulted in a decline in flow of funds from new accounts even though our in-house International Value Equity team offered an alternative to the closed product for new investors.
In May 2006, we closed our institutional and managed account Large Cap Growth products to new investors. These products remain open to contributions from existing accounts. These products experienced significant growth in the last several quarters prior to closing. Similar to the International ADR product, these closures were primarily driven by investment considerations surrounding capacity limitations and the need to protect the interests of our existing customers. Although impacting the growth of deposits and investment advisory fees, the closing of these products has not had an adverse material effect on our results of operations.
85
Investment advisory fees inter-segment remained relatively flat as the lowering of advisory fees discussed above were offset by the increase in general account assets from the Jefferson-Pilot merger.
Other Revenues and Fees
Comparison of 2006 to 2005
Other revenues and fees increased due to higher 12b-1 distribution fees for marketing and selling affiliated mutual funds. The distribution expenses paid to brokers that sell the affiliated mutual funds shares are classified within operating expenses.
Operating Expenses
Comparison of 2007 to 2006
Operating expenses decreased due primarily to the elimination of expenses as a result of transferring the investment advisory role of Lincoln Variable Insurance Trust to another internal advisor, as discussed above. These decreases were partially offset by expenses that vary with the levels of assets and revenues and one-time costs including a $6 million legal expense accrual for existing cases and $5 million in expenses associated with the launch of Delaware Enhanced Global Dividend and Income Fund.
Comparison of 2006 to 2005
The increase in operating expenses is primarily due to increases in expenses that vary with the level of assets and revenues and increased spending on technology and communications to further support the segments growing level of assets. These increases were partially offset by specific cost containment initiatives implemented in 2006, while 2005s results were unfavorably impacted by expenses related to talent acquisitions in the portfolio management area.
Lincoln UK is headquartered in Barnwood, Gloucester, England, and is licensed to do business throughout the United Kingdom. Lincoln UK primarily focuses on protecting and enhancing the value of its existing customer base. The segment accepts new deposits from existing relationships and markets a limited range of new products including retirement income solutions. Lincoln UKs product portfolio principally consists of unit-linked life and pension products, which are similar to U.S. produced variable life and annuity products, where the risk associated with the underlying investments is borne by the contract holders. The segment is sensitive to changes in the foreign currency exchange rate between the U.S. dollar and the British pound sterling. A significant increase in the value of the U.S. dollar relative to the British pound would have a significant adverse effect on the segments operating results.
For additional factors that could cause actual results to differ materially from those set forth in this section, see Item 1A. Risk Factors and Forward-Looking Statements Cautionary Language above.
86
Income from Operations
Details underlying the results for Lincoln UK (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Operating Revenues |
|||||||||||||||
Insurance premiums |
$ | 95 | $ | 79 | $ | 63 | 20 | % | 25 | % | |||||
Insurance fees |
194 | 158 | 177 | 23 | % | -11 | % | ||||||||
Net investment income |
81 | 71 | 78 | 14 | % | -9 | % | ||||||||
Total operating revenues |
370 | 308 | 318 | 20 | % | -3 | % | ||||||||
Operating Expenses |
|||||||||||||||
Benefits |
137 | 108 | 116 | 27 | % | -7 | % | ||||||||
Underwriting, acquisition, insurance and other expenses |
163 | 140 | 136 | 16 | % | 3 | % | ||||||||
Total operating expenses |
300 | 248 | 252 | 21 | % | -2 | % | ||||||||
Income from operations before taxes |
70 | 60 | 66 | 17 | % | -9 | % | ||||||||
Federal income taxes |
24 | 21 | 23 | 14 | % | -9 | % | ||||||||
Income from operations |
$ | 46 | $ | 39 | $ | 43 | 18 | % | -9 | % | |||||
Exchange Rate Ratio-U.S. Dollars to Pounds Sterling |
|||||||||||||||
Average |
2.007 | 1.847 | 1.821 | 9 | % | 1 | % | ||||||||
End-of-period |
1.987 | 1.958 | 1.719 | 1 | % | 14 | % |
Comparison of 2007 to 2006
Income from operations for this segment increased due primarily to the following:
|
A decrease in the average value of the U.S. dollar relative to the British pound sterling; |
|
Growth in insurance fees driven by higher average unit-linked account values resulting primarily from favorable markets; and |
|
An $8 million increase attributable to a $2 million favorable prospective unlocking (a $4 million increase from assumption changes net of a $2 million decrease from model refinements) of DAC, VOBA and DFEL for 2007 compared to a $6 million unfavorable prospective unlocking (a $5 million decrease from assumption changes and a $1 million decrease from model refinements) for 2006. |
The increase in income from operations was partially offset by an increase in our mis-selling reserve based on discussion with the Financial Ombudsman Service (FOS) over our policy concerning the time limitation for the filing of mis-selling complaints.
Comparison of 2006 to 2005
Income from operations for this segment decreased due primarily to an $18 million decrease attributable to differences in the impact in each period of the prospective unlocking of DAC, VOBA and DFEL resulting from a $6 million decrease to income from operations for 2006, discussed above, compared to a $12 million increase for 2005.
The decrease in income from operations was partially offset by the following:
|
A decrease in the average value of the U.S. dollar relative to the British pound sterling; and |
|
A release of our mis-selling reserve in 2006 after an evaluation of assumptions underlying these estimated liabilities compared to an increase in 2005 primarily due to higher than expected numbers of mis-selling complaints. |
The foregoing items are discussed further below.
87
Insurance Premiums
Excluding the effect of the exchange rate, insurance premiums are primarily a function of the rates priced into the product and face amount of our insurance in force.
Comparison of 2007 to 2006
Excluding the effect of the exchange rate, insurance premiums increased 11%, reflecting an increase in the annuitization of vesting pension policies. The receipt of these premiums resulted in a corresponding increase in benefit expense. Our annualized policy lapse rate for 2007 was 6.4% as compared to 6.7% in 2006, as measured by the number of policies in force.
Comparison of 2006 to 2005
Excluding the effect of the exchange rate, insurance premiums increased 24%, reflecting an increase in the annuitization of vesting pension policies. The receipt of these premiums resulted in a corresponding increase in benefit expense. Our
Insurance Fees
Details underlying insurance fees, business in force and unit-linked assets (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Insurance Fees |
||||||||||||||||||
Mortality assessments |
$ | 37 | $ | 34 | $ | 35 | 9 | % | -3 | % | ||||||||
Expense assessments |
125 | 115 | 111 | 9 | % | 4 | % | |||||||||||
DFEL: |
||||||||||||||||||
Deferrals |
(3 | ) | (3 | ) | (4 | ) | 0 | % | 25 | % | ||||||||
Amortization, excluding unlocking |
28 | 25 | 33 | 12 | % | -24 | % | |||||||||||
Prospective unlocking |
5 | (12 | ) | 9 | 142 | % | NM | |||||||||||
Retrospective unlocking |
2 | (1 | ) | (7 | ) | 300 | % | 86 | % | |||||||||
Total insurance fees |
$ | 194 | $ | 158 | $ | 177 | 23 | % | -11 | % | ||||||||
As of December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Individual life insurance in force |
$ | 19,022 | $ | 19,345 | $ | 17,521 | -2 | % | 10 | % | ||||||||
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Unit-linked Assets |
||||||||||||||||||
Balance at beginning-of-year |
$ | 8,757 | $ | 7,320 | $ | 7,186 | 20 | % | 2 | % | ||||||||
Deposits |
323 | 318 | 389 | 2 | % | -18 | % | |||||||||||
Withdrawals and deaths |
(969 | ) | (838 | ) | (728 | ) | -16 | % | -15 | % | ||||||||
Net flows |
(646 | ) | (520 | ) | (339 | ) | -24 | % | -53 | % | ||||||||
Investment income and change in market value |
600 | 911 | 1,243 | -34 | % | -27 | % | |||||||||||
Foreign currency adjustment |
139 | 1,046 | (770 | ) | -87 | % | 236 | % | ||||||||||
Balance at end-of-year |
$ | 8,850 | $ | 8,757 | $ | 7,320 | 1 | % | 20 | % | ||||||||
The insurance fees reflect mortality and expense assessments on unit-linked account values to cover insurance and administrative charges. These assessments, excluding the effect of the exchange rate, are primarily a function of the rates priced into the product, the face amount of insurance in force and the average unit-linked assets, which is driven by net flows on the account values and the financial markets.
88
Comparison of 2007 to 2006
Excluding the effects of exchange rates and unlocking, insurance fees increased by 1%. This was due primarily to higher average unit-linked account values resulting largely from favorable equity markets, as the Financial Time Stock Exchange (FTSE) 100 index was 8% higher, and a $6 million increase in linked-taxes deducted from unit-linked funds due to increasing bond values compared to 2006, partially offset by a $9 million adjustment for surrender penalties and declines in older blocks of business.
The 2007 favorable prospective unlocking (increase to DFEL amortization) was due to an $8 million increase from modeling refinements, partially offset by a net $3 million decrease from changes in our long-term assumptions. The unfavorable prospective unlocking in 2006 (decrease to DFEL amortization) was due to a $15 million decrease from changes to our assumptions, partially offset by a $3 million increase from modeling refinements. The assumption changes in 2007 related to refinements to the methodology regarding future expectations of investment income and expenses offset by the expected mortality experience in the future. The assumption changes in 2006 were driven primarily by lower retention rates on the pension business.
During 2007, the U.S. dollar weakened relative to the British pound sterling. Although the use of the reversion to the mean process has lessened the impact of short-term volatility in equity markets, the segments fee income remains subject to volatility in the equity markets as it affects the level of the underlying assets that drive the fee income.
Comparison of 2006 to 2005
Excluding the effects of exchange rates, mortality and expense assessments decreased by 4%. This was due primarily to declines in older blocks of business partially offset by higher average unit-linked account values resulting largely from favorable equity markets, as the FTSE 100 index was 15% higher throughout 2006 than 2005.
Modeling refinements drove the positive prospective unlocking in 2005.
Net Investment Income
We use our interest income to build the associated policy reserves, which is a function of our insurance premiums and the yields on our invested assets.
Comparison of 2007 to 2006
The increase in net investment income was due primarily to higher fixed interest income earned on the increase in assets from growth in annuity premiums resulting from the annuitization of vesting unit-linked pension policies.
Comparison of 2006 to 2005
The decrease in net investment income was due primarily to lower income received on fixed interest investments related to a shift in investment mix resulting from the necessity to match maturities of assets and liabilities. In addition, in 2005 an interest payment was received from the U.K. tax authority, related to historic claims not received in 2006.
Benefits
Benefits for this segment include claims incurred during the period in excess of the associated account balance for its unit-linked products. Benefits are recognized when incurred.
Comparison of 2007 to 2006
Excluding the effect of the exchange rate, benefits were 17% higher reflecting an additional provision of $11 million to cover costs associated with the U.K. selling practice matters discussed below, a $10 million increase in reserves due to higher levels of vested annuity premiums, and a $5 million increase in reserves related to the increase in linked-taxes on the unit-linked funds mentioned above, partially offset by a $10 million annuitant mortality adjustment.
Lincoln UK maintains reserves originally established in 1997 and 1999 for mis-selling activities. On an ongoing basis, Lincoln UK evaluates various assumptions underlying these estimated liabilities, including the expected levels of future complaints and the potential implications with respect to the adequacy of the aggregate liability associated with U.K. selling practice matters. We increased our provision by $2 million in the first quarter of 2007 due to remedial work that we carried out following the Financial Services Authority (FSA) review of our complaints handling process late in 2006. We also increased our provision by $9 million in the third quarter of 2007 due to discussion with the FOS over our policy concerning the time limitation on the filing of mis-selling complaints. Future changes in complaint levels could affect Lincoln UKs ultimate exposure to mis-selling issues, although we believe that any future change would not materially affect our consolidated financial position.
89
Comparison of 2006 to 2005
Excluding the effect of the exchange rate, benefits decreased due primarily to a $1 million mis-selling reserve release for 2006 compared to an $11 million increase for 2005 based on our ongoing evaluation discussed above.
Underwriting, Acquisition, Insurance and Other Expenses
Details underlying underwriting, acquisition, insurance and other expenses (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Underwriting, Acquisition, Insurance and Other Expenses |
||||||||||||||||||
Commissions |
$ | 5 | $ | 4 | $ | 2 | 25 | % | 100 | % | ||||||||
General and administration expenses |
109 | 100 | 99 | 9 | % | 1 | % | |||||||||||
Total expenses incurred |
114 | 104 | 101 | 10 | % | 3 | % | |||||||||||
DAC and VOBA deferrals |
(4 | ) | (2 | ) | (3 | ) | -100 | % | 33 | % | ||||||||
Total expenses recognized before amortization |
110 | 102 | 98 | 8 | % | 4 | % | |||||||||||
DAC and VOBA amortization, net of interest: |
||||||||||||||||||
Prospective unlocking |
2 | (3 | ) | (9 | ) | 167 | % | 67 | % | |||||||||
Retrospective unlocking |
(1 | ) | (2 | ) | 2 | 50 | % | NM | ||||||||||
Other amortization, net of interest |
52 | 43 | 45 | 21 | % | -4 | % | |||||||||||
Total underwriting, acquisition, insurance and other expenses |
$ | 163 | $ | 140 | $ | 136 | 16 | % | 3 | % | ||||||||
Commissions and other costs, which vary with and are related primarily to the production of new business, are deferred to the extent recoverable and for our interest-sensitive products are amortized over the lives of the contracts in relation to EGPs. For our traditional products, DAC and VOBA are amortized on either a straight-line basis or as a level percent of premium of the related contracts depending on the block of business.
Comparison of 2007 to 2006
Excluding the effect of the exchange rate, general and administration expenses were essentially flat. Excluding the effect of the exchange rate, total underwriting, acquisition, insurance and other expenses incurred increased due to investments in a new retirement product and the higher amortization expenses resulting from the expected run-off of old blocks of business and investments in strategic initiatives.
The 2007 unfavorable prospective unlocking (increase to DAC and VOBA amortization) was comprised of an $11 million increase due to model refinements offset by a $9 million decrease from changes to our long-term assumptions. The favorable prospective unlocking in 2006 (decrease to DAC and VOBA amortization) was comprised of a $7 million decrease due to changes in assumptions, partially offset by a $4 million increase from model refinements. The assumption changes in 2007 were related primarily to refinements to the methodology regarding the treatment of future expectations of investment income and expenses offset by the expected mortality experience in the future. The assumption changes in 2006 were driven primarily by lower retention rates for the pension business.
Comparison of 2006 to 2005
The 2005 favorable prospective unlocking (decrease to DAC and VOBA amortization) was due to an unfavorable modeling change in the DAC amortization calculation process offset by favorable persistency.
The 2005 unfavorable retrospective unlocking (increase to DAC and VOBA amortization) was due primarily to the segment funding its non-U.S. defined benefit pension plan with a contribution of approximately $71 million in October 2005, which reduced actual gross profits relative to the EGPs.
90
Other Operations includes investments related to the excess capital in our insurance subsidiaries, investments in media properties that were formerly part of our Lincoln Financial Media segment and other corporate investments, benefit plan net assets and the unamortized deferred gain on the indemnity reinsurance portion of the sales transaction for our former reinsurance segment, which was sold to Swiss Re in 2001. In 2007, we executed plans to divest our television broadcasting, sports programming and Charlotte radio stations and, accordingly, have reported the results of these businesses as discontinued operations. Consequently, we no longer have the Lincoln Financial Media segment and now report our remaining media operations within Other Operations. We are actively managing our remaining radio station clusters to maximize performance and future value.
For factors that could cause actual results to differ materially from those set forth in this section, see
Income (Loss) from Operations
Details underlying the results for Other Operations (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Operating Revenues |
||||||||||||||||||
Insurance premiums |
$ | 2 | $ | 5 | $ | 1 | -60 | % | NM | |||||||||
Net investment income |
192 | 225 | 203 | -15 | % | 11 | % | |||||||||||
Amortization of deferred gain on indemnity reinsurance |
74 | 75 | 76 | -1 | % | -1 | % | |||||||||||
Communication revenues (net) |
107 | 85 | | 26 | % | NM | ||||||||||||
Other revenues and fees |
(7 | ) | (10 | ) | (6 | ) | 30 | % | -67 | % | ||||||||
Inter-segment elimination of investment advisory fees |
(87 | ) | (97 | ) | (99 | ) | 10 | % | 2 | % | ||||||||
Total operating revenues |
281 | 283 | 175 | -1 | % | 62 | % | |||||||||||
Operating Expenses |
||||||||||||||||||
Interest credited |
139 | 144 | 133 | -3 | % | 8 | % | |||||||||||
Benefits |
25 | 17 | | 47 | % | NM | ||||||||||||
Communication expenses |
57 | 41 | | 39 | % | NM | ||||||||||||
Other expenses |
166 | 69 | 65 | 141 | % | 6 | % | |||||||||||
Interest and debt expenses |
281 | 218 | 87 | 29 | % | 151 | % | |||||||||||
Inter-segment elimination of investment advisory fees |
(87 | ) | (97 | ) | (99 | ) | 10 | % | 2 | % | ||||||||
Total operating expenses |
581 | 392 | 186 | 48 | % | 111 | % | |||||||||||
Loss from operations before taxes |
(300 | ) | (109 | ) | (11 | ) | NM | NM | ||||||||||
Federal income taxes |
(116 | ) | (56 | ) | (65 | ) | NM | 14 | % | |||||||||
Income (loss) from operations |
$ | (184 | ) | $ | (53 | ) | $ | 54 | NM | NM | ||||||||
Income (loss) from operations for Other Operations includes earnings on invested excess capital and other investments, communication revenue, amortization of the deferred gain on the indemnity reinsurance portion of the transaction with Swiss Re, interest expense on corporate debt, interest credited on corporate reinsurance, communication expenses and expenses that are corporate in nature, which are discussed in other expenses below.
Comparison of 2007 to 2006
Loss from operations for this segment increased due primarily to the following:
|
Including the unfavorable results of operations from Jefferson-Pilot for twelve months in 2007 compared to only nine months in 2006; |
|
Higher interest and debt expenses from increased debt; |
|
Higher other expenses attributable to increases for merger-related expenses due primarily to system integration work, strategic initiatives such as RISV, expenses resulting from changes in employee benefit plans, and expenses in 2006 benefited from insurance recoveries related to U.K. mis-selling losses due to settlements with certain of our liability carriers; and |
91
|
Lower net investment income from a reduction in invested assets driven by share repurchases, dividends paid to stockholders, decreases in payables for collateral on securities loaned as these items exceeded the distributable earnings received from our insurance segments, the dividends received from our other segments and issuances of debt and during 2006 we recorded, in Other Operations, $8 million of default charges before the methodology was discontinued. |
Comparison of 2006 to 2005
Income from operations declined due primarily to the following:
|
Including the unfavorable results of operations from Jefferson-Pilot for nine months in 2006; and |
|
Higher interest and debt expense as borrowings increased $2.7 billion, of which $2.1 billion was used to finance the merger. |
The foregoing items are discussed further below, except for the increases resulting from including the revenue and expenses of Jefferson-Pilot starting with the second quarter of 2006, as it was the primary reason for every increase when comparing 2006 to 2005 and a significant one when comparing 2007 to 2006.
Net Investment Income and Interest Credited
We utilize an internal formula to determine the amount of capital that is allocated to our business segments. Investment income on capital in excess of the calculated amounts is reported in Other Operations. If regulations require increases in our insurance segments statutory reserves and surplus, the amount of capital allocated to Other Operations would decrease and net investment income would be negatively impacted. In addition, as discussed below in Review of Consolidated Financial Condition Alternative Sources of Liquidity, the holding company maintains an inter-segment cash management account where other segments can borrow from or lend money to the holding company. This impacts net investment income for Other Operations as all inter-segment eliminations including these for the inter-segment net investment income and interest expense are reported within Other Operations.
The majority of our interest credited relates to our reinsurance operations sold to Swiss Re in 2001. A substantial amount of the business was sold through indemnity reinsurance transactions resulting in some of the business still flowing through our consolidated financial statements. The interest credited corresponds to investment income earnings on the assets we continue to hold for this business. There is no impact to income or loss in Other Operations or on a consolidated basis for these amounts.
Comparison of 2007 to 2006
The decrease in net investment income was driven by a decrease in invested assets due to the combination of share repurchases, dividends paid to stockholders and decreases in payables for collateral under securities loaned. These items exceeded the amount of cash generated by the distributable earnings of our insurance segments, the net increase in our debt and dividends received by the holding company from our non-insurance entities. Also, an increase in our inter-segment cash management account unfavorably impacted net investment income.
In 2007, we had write-downs for other-than-temporary impairments, which decreased the recorded value of our invested assets. These write-downs are not included in the income from operations of our operating segments. When impairment occurs, assets are transferred to the operating segments portfolios and will reduce the future net investment income for Other Operations, but should not have an impact on a consolidated basis unless the impairments are related to defaulted securities.
As discussed in Results of Individual Markets Life Insurance, the reduction in statutory reserves provided capital available for general corporate purposes and, until its deployment, will increase net investment income in Other Operations.
Comparison of 2006 to 2005
Net investment income increased with the addition of the Jefferson-Pilot assets. Interest credited to contract holders increased as we acquired additional accounts in run-off through the Jefferson-Pilot merger.
During the third quarter of 2006, we harmonized our policy for accounting and reporting for investment defaults by discontinuing the historical practice followed by Jefferson-Pilot of business segments reimbursing Other Operations for actual default experience through an inter-segment charge referred to as the default charge. Net investment income in 2006 includes $12 million of default charges recorded before the methodology was harmonized. This change did not have an effect on consolidated income from operations. Net investment income in 2005 included higher investment income on investment partnerships and $26 million of fees from standby real estate equity commitments.
92
Other Expenses
Details underlying other expenses (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||
Other Expenses |
||||||||||||||||
Merger-related expenses |
$ | 103 | $ | 49 | $ | | 110 | % | NM | |||||||
Branding |
33 | 34 | 31 | -3 | % | 10 | % | |||||||||
Retirement Income Security Ventures |
10 | | | NM | NM | |||||||||||
Taxes, licenses and fees |
12 | 9 | 4 | 33 | % | 125 | % | |||||||||
Net expenses related to changes in benefit plans |
4 | | | NM | NM | |||||||||||
UK mis-selling losses settlement |
| (26 | ) | | 100 | % | NM | |||||||||
Other |
4 | 3 | 30 | 33 | % | -90 | % | |||||||||
Total other expenses |
$ | 166 | $ | 69 | $ | 65 | 141 | % | 6 | % | ||||||
Other expenses for Other Operations include expenses that are corporate in nature such as merger-related expenses, restructuring costs, branding, charitable contributions, certain litigation reserves, amortization of Federal Communications Commission license intangibles on our radio clusters, other expenses not allocated to our business segments and inter-segment expense eliminations, excluding those associated with our inter-segment investment advisory fees.
Comparison of 2007 to 2006
The increase in merger-related expenses was primarily due to an increase in system integration work related to our administrative systems. In 2007, we had expenses for our RISV strategic initiative. We had a net expense relating to changes in our employee benefit plans, discussed further in Note 16. In 2006, we recorded recoveries from certain of our liability carriers related to U.K. mis-selling losses recorded in prior years. The increase related to these items was partially offset by an increase in expenses allocated to our operating segments.
Merger-related expenses are the result of actions undertaken by us to eliminate duplicate operations and functions as a result of the Jefferson-Pilot merger along with costs related to the implementation of our new unified product portfolio and other initiatives. These actions will be ongoing and are expected to be substantially complete by the first half of 2009. Our current estimate of integration expenses is approximately $205 million to $215 million, pre-tax and excludes amounts capitalized or recorded to goodwill.
Comparison of 2006 to 2005
The 2006 increase in merger-related expenses, including restructuring charges, related to the Jefferson-Pilot merger. The decrease in the amount labeled as Other in the table above related primarily to $29 million of restructuring charges attributable to the restructuring of our retail distribution unit recorded in 2005.
Interest and Debt Expense
The timing and/or discretionary nature of uses of cash for the repurchase of stock, incentive compensation and the availability of funds from our cash management account may result in changes in external financing and volatility in interest expense. For additional information on our financing activities, see Review of Consolidated Financial Condition Liquidity and Capital Resources Sources of Liquidity and Cash Flow Financing Activities below.
Comparison of 2007 to 2006
The increase in interest and debt expense was due primarily to the increase in our debt, including $750 million issued to refinance several high coupon securities that we called late in 2006 and early 2007 and for the repurchase of stock and $375 million issued to fund the captive reinsurance company described in Introduction Recent Developments above, along with the $2.1 billion issuance discussed below.
93
Comparison of 2006 to 2005
Interest and debt expense increased due to a $2.7 billion increase in corporate debt, including approximately $2.1 billion used to finance the $1.8 billion cash portion of the Jefferson-Pilot merger and the $1 billion stock repurchase.
Federal Income Tax Benefit
Comparison of 2007 to 2006
The effective federal income tax rate decreased to 39% from 51%. The federal income tax benefit in 2006 included $19 million related primarily to a DRD deduction that was not present in 2007.
Comparison of 2006 to 2005
The federal income tax benefit in 2005 included $47 million related to the release of a deferred tax allowance related to our reinsurance business.
Details underlying our consolidated investment balances (in millions) were as follows:
As of
December 31, |
Percentage of
Total Investments |
|||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||
Investments |
||||||||||||
Available-for-sale securities: |
||||||||||||
Fixed maturity |
$ | 56,276 | $ | 55,853 | 78.2 | % | 78.2 | % | ||||
Equity |
518 | 701 | 0.7 | % | 1.0 | % | ||||||
Trading securities |
2,730 | 3,036 | 3.8 | % | 4.2 | % | ||||||
Mortgage loans on real estate |
7,423 | 7,384 | 10.3 | % | 10.3 | % | ||||||
Real estate |
258 | 421 | 0.4 | % | 0.6 | % | ||||||
Policy loans |
2,835 | 2,760 | 4.0 | % | 3.9 | % | ||||||
Derivative instruments |
807 | 415 | 1.1 | % | 0.6 | % | ||||||
Alternative assets |
799 | 590 | 1.1 | % | 0.8 | % | ||||||
Other investments |
276 | 291 | 0.4 | % | 0.4 | % | ||||||
Total investments |
$ | 71,922 | $ | 71,451 | 100.0 | % | 100.0 | % | ||||
Investment Objective
Invested assets are an integral part of our operations. We follow a balanced approach to investing for both current income and prudent risk management, with an emphasis on generating sufficient current income, net of income tax, to meet our obligations to customers, as well as other general liabilities. This balanced approach requires the evaluation of expected return and risk of each asset class utilized, while still meeting our income objectives. This approach is important to our asset-liability management, since decisions can be made based upon both the economic and current investment income considerations affecting assets and liabilities. For a discussion on our risk management process, see Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Investment Portfolio Composition and Diversification
Fundamental to our investment policy is diversification across asset classes. Our investment portfolio, excluding cash and invested cash, is composed of fixed maturity securities, mortgage loans on real estate, real estate either wholly owned or in joint ventures and other long-term investments. We purchase investments for our segmented portfolios that have yield, duration and other characteristics that take into account the liabilities of the products being supported.
We have the ability to maintain our investment holdings throughout credit cycles because of our capital position, the long-term nature of our liabilities and the matching of our portfolios of investment assets with the liabilities of our various products.
94
Fixed Maturity and Equity Securities Portfolios
Fixed maturity securities and equity securities consist of portfolios classified as available-for-sale and trading. Mortgage-backed and private securities are included in both available-for-sale and trading portfolios.
Details underlying our fixed maturity and equity securities portfolios by industry classification (in millions) are presented in the below tables. These tables agree in total with the presentation of available-for-sale securities in Note 4; however, the categories below represent a more detailed breakout of the available-for-sale portfolio; therefore, the investment classifications listed below do not agree to the investment categories provided in Note 4.
95
As of December 31, 2007 | |||||||||||||||
Amortized
Cost |
Unrealized
Gains |
Unrealized
Losses |
Fair
Value |
% Fair
Value |
|||||||||||
Available-For-Sale Fixed Maturity |
|||||||||||||||
Corporate bonds: |
|||||||||||||||
Financial services |
$ | 11,234 | $ | 187 | $ | 300 | $ | 11,121 | 19.8 | % | |||||
Basic industry |
2,148 | 52 | 35 | 2,165 | 3.8 | % | |||||||||
Capital goods |
2,665 | 66 | 16 | 2,715 | 4.8 | % | |||||||||
Communications |
2,903 | 123 | 46 | 2,980 | 5.3 | % | |||||||||
Consumer cyclical |
3,038 | 56 | 94 | 3,000 | 5.3 | % | |||||||||
Consumer non-cyclical |
3,898 | 101 | 25 | 3,974 | 7.1 | % | |||||||||
Energy |
2,688 | 121 | 14 | 2,795 | 5.0 | % | |||||||||
Technology |
660 | 15 | 5 | 670 | 1.2 | % | |||||||||
Transportation |
1,409 | 39 | 19 | 1,429 | 2.5 | % | |||||||||
Industrial other |
710 | 22 | 6 | 726 | 1.3 | % | |||||||||
Utilities |
8,051 | 195 | 77 | 8,169 | 14.5 | % | |||||||||
Asset-backed securities: |
|||||||||||||||
Collateralized debt obligations and credit-linked notes |
996 | 8 | 205 | 799 | 1.4 | % | |||||||||
Commercial real estate collateralized debt obligations |
42 | | 4 | 38 | 0.1 | % | |||||||||
Mortgage-backed securities collateralized debt obligations |
1 | | | 1 | 0.0 | % | |||||||||
Credit card |
160 | 1 | 2 | 159 | 0.3 | % | |||||||||
Home equity |
1,209 | 4 | 76 | 1,137 | 2.0 | % | |||||||||
Manufactured housing |
161 | 7 | 5 | 163 | 0.3 | % | |||||||||
Auto loan |
4 | | | 4 | 0.0 | % | |||||||||
Other |
235 | 4 | 1 | 238 | 0.4 | % | |||||||||
Commercial mortgage-backed securities |
|||||||||||||||
Non-agency backed |
2,711 | 48 | 70 | 2,689 | 4.8 | % | |||||||||
Collateralized mortgage obligations |
|||||||||||||||
Agency backed |
4,547 | 74 | 19 | 4,602 | 8.2 | % | |||||||||
Non-agency backed |
2,347 | 10 | 110 | 2,247 | 4.0 | % | |||||||||
Mortgage pass-throughs |
|||||||||||||||
Agency backed |
933 | 18 | 2 | 949 | 1.7 | % | |||||||||
Non-agency backed |
153 | 1 | 4 | 150 | 0.3 | % | |||||||||
Municipals |
|||||||||||||||
Taxable |
133 | 5 | | 138 | 0.2 | % | |||||||||
Tax-exempt |
6 | | | 6 | 0.0 | % | |||||||||
Government and government agencies |
|||||||||||||||
United States |
1,261 | 108 | 4 | 1,365 | 2.4 | % | |||||||||
Foreign |
1,663 | 92 | 19 | 1,736 | 3.1 | % | |||||||||
Redeemable preferred stock |
103 | 9 | 1 | 111 | 0.2 | % | |||||||||
Total available-for-sale fixed maturity |
56,069 | 1,366 | 1,159 | 56,276 | 100.0 | % | |||||||||
Available-For-Sale Equity |
548 | 13 | 43 | 518 | |||||||||||
Total available-for-sale securities |
56,617 | 1,379 | 1,202 | 56,794 | |||||||||||
Trading Securities (1) |
2,512 | 265 | 47 | 2,730 | |||||||||||
Total available-for-sale and trading securities |
$ | 59,129 | $ | 1,644 | $ | 1,249 | $ | 59,524 | |||||||
96
As of December 31, 2006 | |||||||||||||||
Amortized
Cost |
Unrealized
Gains |
Unrealized
Losses |
Fair
Value |
% Fair
Value |
|||||||||||
Available-For-Sale Fixed Maturity |
|||||||||||||||
Corporate bonds: |
|||||||||||||||
Financial services |
$ | 11,757 | $ | 280 | $ | 65 | $ | 11,972 | 21.4 | % | |||||
Basic industry |
2,587 | 58 | 22 | 2,623 | 4.7 | % | |||||||||
Capital goods |
2,547 | 45 | 10 | 2,582 | 4.6 | % | |||||||||
Communications |
3,062 | 115 | 23 | 3,154 | 5.6 | % | |||||||||
Consumer cyclical |
3,108 | 64 | 46 | 3,126 | 5.6 | % | |||||||||
Consumer non-cyclical |
3,987 | 66 | 26 | 4,027 | 7.2 | % | |||||||||
Energy |
2,781 | 85 | 15 | 2,851 | 5.1 | % | |||||||||
Technology |
641 | 13 | 5 | 649 | 1.1 | % | |||||||||
Transportation |
1,679 | 45 | 8 | 1,716 | 3.1 | % | |||||||||
Industrial other |
720 | 16 | 5 | 731 | 1.3 | % | |||||||||
Utilities |
7,897 | 173 | 41 | 8,029 | 14.4 | % | |||||||||
Asset-backed securities: |
|||||||||||||||
Collateralized debt obligations and credit-linked notes |
608 | 17 | 1 | 624 | 1.1 | % | |||||||||
Commercial real estate collateralized debt obligations |
42 | | | 42 | 0.1 | % | |||||||||
Mortgage-backed securities collateralized debt obligations |
12 | | | 12 | 0.0 | % | |||||||||
Credit card |
41 | 2 | | 43 | 0.1 | % | |||||||||
Home equity |
1,199 | 8 | 9 | 1,198 | 2.1 | % | |||||||||
Manufactured housing |
171 | 8 | 1 | 178 | 0.3 | % | |||||||||
Auto loan |
4 | | | 4 | 0.0 | % | |||||||||
Other |
257 | 7 | 1 | 263 | 0.5 | % | |||||||||
Commercial mortgage-backed securities |
|||||||||||||||
Non-agency backed |
2,691 | 47 | 19 | 2,719 | 4.9 | % | |||||||||
Collateralized mortgage obligations |
|||||||||||||||
Agency backed |
3,729 | 25 | 32 | 3,722 | 6.7 | % | |||||||||
Non-agency backed |
1,586 | 13 | 14 | 1,585 | 2.8 | % | |||||||||
Mortgage pass-throughs |
|||||||||||||||
Agency backed |
437 | 2 | 3 | 436 | 0.8 | % | |||||||||
Non-agency backed |
101 | 1 | 3 | 99 | 0.2 | % | |||||||||
Municipals |
|||||||||||||||
Taxable |
139 | 5 | 1 | 143 | 0.3 | % | |||||||||
Tax-exempt |
6 | | | 6 | 0.0 | % | |||||||||
Government and government agencies |
|||||||||||||||
United States |
1,379 | 64 | 9 | 1,434 | 2.6 | % | |||||||||
Foreign |
1,693 | 96 | 12 | 1,777 | 3.2 | % | |||||||||
Redeemable preferred stock |
99 | 9 | | 108 | 0.2 | % | |||||||||
Total available-for-sale fixed maturity |
54,960 | 1,264 | 371 | 55,853 | 100.0 | % | |||||||||
Available-For-Sale Equity |
681 | 22 | 2 | 701 | |||||||||||
Total available-for-sale securities |
55,641 | 1,286 | 373 | 56,554 | |||||||||||
Trading Securities (1) |
2,809 | 253 | 26 | 3,036 | |||||||||||
Total available-for-sale and trading securities |
$ | 58,450 | $ | 1,539 | $ | 399 | $ | 59,590 | |||||||
(1) |
Our trading securities support our modified coinsurance arrangements (Modco) and the investment results are passed directly to the reinsurers. Refer below to Trading Securities section for further details. |
Available-for-Sale Securities
Because the general intent of the available-for-sale accounting rules is to reflect stockholders equity as if unrealized gains and losses were actually recognized, it is necessary that we consider all related accounting adjustments that would occur upon such a
97
hypothetical recognition of unrealized gains and losses. Such related balance sheet effects include adjustments to the balances of DAC, VOBA, DFEL, other contract holder funds and deferred income taxes. Adjustments to each of these balances are charged or credited to accumulated other comprehensive income. For instance, DAC is adjusted upon the recognition of unrealized gains or losses since the amortization of DAC is based upon an assumed emergence of gross profits on certain insurance business. In a similar manner, adjustments to the balance of other contract holder funds are made because we either have a contractual obligation or have a consistent historical practice of making allocations of investment gains or losses to certain contract holders. Deferred income tax balances are also adjusted, since unrealized gains or losses do not affect actual taxes currently paid.
The quality of our available-for-sale fixed maturity securities portfolio, as measured at estimated fair value and by the percentage of fixed maturity securities invested in various ratings categories, relative to the entire available-for-sale fixed maturity security portfolio (in millions) was as follows:
NAIC Designation |
Rating Agency Equivalent Designation |
As of December 31, 2007 | As of December 31, 2006 | |||||||||||||||||||||
Amortized
Cost |
Fair
Value |
% of
Total |
Amortized
Cost |
Fair
Value |
% of
Total |
|||||||||||||||||||
Investment Grade Securities |
||||||||||||||||||||||||
1 |
Aaa /Aa / A | $ | 34,648 | $ | 34,741 | 61.8 | % | $ | 32,838 | $ | 33,347 | 59.7 | % | |||||||||||
2 |
Baa | 18,168 | 18,339 | 32.6 | % | 18,565 | 18,809 | 33.7 | % | |||||||||||||||
52,816 | 53,080 | 94.4 | % | 51,403 | 52,156 | 93.4 | % | |||||||||||||||||
Below Investment Grade Securities |
||||||||||||||||||||||||
3 |
Ba | 2,184 | 2,159 | 3.8 | % | 2,207 | 2,273 | 4.1 | % | |||||||||||||||
4 |
B | 787 | 783 | 1.4 | % | 1,148 | 1,203 | 2.1 | % | |||||||||||||||
5 |
Caa and lower | 270 | 238 | 0.4 | % | 185 | 198 | 0.4 | % | |||||||||||||||
6 |
In or near default | 12 | 16 | 0.0 | % | 17 | 23 | 0.0 | % | |||||||||||||||
3,253 | 3,196 | 5.6 | % | 3,557 | 3,697 | 6.6 | % | |||||||||||||||||
Total securities |
$ | 56,069 | $ | 56,276 | 100.0 | % | $ | 54,960 | $ | 55,853 | 100.0 | % | ||||||||||||
Below investment grade as a % of total available-for-sale fixed maturity securities |
5.8 | % | 5.7 | % | 6.5 | % | 6.6 | % |
Comparisons between NAIC ratings and rating agency designations are published by the NAIC. The NAIC assigns securities quality ratings and uniform valuations, which are used by insurers when preparing their annual statements. The NAIC ratings are similar to the rating agency designations of the Nationally Recognized Statistical Rating Organizations for marketable bonds. NAIC ratings 1 and 2 include bonds generally considered investment grade (rated Baa3 or higher by Moodys, or rated BBB- or higher by S&P and Fitch), by such ratings organizations. NAIC ratings 3 through 6 include bonds generally considered below investment grade (rated Ba1 or lower by Moodys, or rated BB+ or lower by S&P and Fitch).
The estimated fair value for all private securities was $7.8 billion as of December 31, 2007 compared to $7.1 billion as of December 31, 2006, representing approximately 11% and 10% of total invested assets as of December 31, 2007 and 2006, respectively.
As of December 31, 2007 and 2006, the carrying amount of fixed maturity securities, mortgage loans on real estate and real estate that were non-income producing was $21 million and $40 million, respectively.
Trading Securities
Trading securities, which support certain reinsurance funds withheld and our Modco reinsurance agreements, are carried at estimated fair value and changes in estimated fair value are recorded in net income as they occur. Investment results for these portfolios, including gains and losses from sales, are passed directly to the reinsurers through the contractual terms of the reinsurance arrangements. Offsetting these amounts are corresponding changes in the fair value of the embedded derivative liability associated with the underlying reinsurance arrangement. See Notes 1 and 8 for more information regarding our accounting for Modco.
98
Mortgage-Backed Securities
Our fixed maturity securities include mortgage-backed securities. These securities are subject to risks associated with variable prepayments. This may result in differences between the actual cash flow and maturity of these securities than that expected at the time of purchase. Securities that have an amortized cost greater than par and are backed by mortgages that prepay faster than expected will incur a reduction in yield or a loss. Those securities with an amortized cost lower than par that prepay faster than expected will generate an increase in yield or a gain. In addition, we may incur reinvestment risks if market yields are lower than the book yields earned on the securities. Prepayments occurring slower than expected have the opposite impact. We may incur reinvestment risks if market yields are higher than the book yields earned on the securities and we are forced to sell the securities. The degree to which a security is susceptible to either gains or losses is influenced by 1) the difference between its amortized cost and par, 2) the relative sensitivity of the underlying mortgages backing the assets to prepayment in a changing interest rate environment and 3) the repayment priority of the securities in the overall securitization structure.
We limit the extent of our risk on mortgage-backed securities by prudently limiting exposure to the asset class, by generally avoiding the purchase of securities with a cost that significantly exceeds par, by purchasing securities backed by stable collateral and by concentrating on securities with enhanced priority in their trust structure. Such securities with reduced risk typically have a lower yield (but higher liquidity) than higher-risk mortgage-backed securities. At selected times, higher-risk securities may be purchased if they do not compromise the safety of the general portfolio. As of December 31, 2007, we did not have a significant amount of higher-risk mortgage-backed securities. A significant amount of assets in our mortgage-backed securities portfolio are either guaranteed by U.S. government-sponsored enterprises or are supported in the securitization structure by junior securities enabling the assets to achieve high investment grade status.
Our exposure to subprime mortgage lending is limited to investments in banks and other financial institutions that may be impacted by subprime lending and direct investments in asset-backed securities collateralized debt obligations, asset-backed securities (ABS) and residential mortgage-backed securities (RMBS). Mortgage-related ABS are backed by home equity loans and RMBS are backed by residential mortgages. These securities are backed by loans that are characterized by borrowers of differing levels of creditworthiness: prime, alt-a and subprime. Prime lending is the origination of residential mortgage loans to customers with excellent credit profiles. Alt-A lending is the origination of residential mortgage loans to customers who have Prime credit profiles but lack documentation to substantiate income. Subprime lending is the origination of loans to customers with weak or impaired credit profiles.
The slowing U.S. housing market, increased interest rates and relaxed underwriting standards for some originators of residential mortgage loans and home equity loans have recently led to higher delinquency rates, especially for loans originated in the past few years. We expect delinquency rates and loss rates on residential mortgages and home equity loans to increase in the future; however, we continue to expect to receive payments in accordance with contractual terms for a significant amount of our securities, largely due to the seniority of the claims on the collateral of the securities that we own. The tranches of the securities will experience losses according to their seniority level with the least senior (or most junior), typically the unrated residual tranche, taking the initial loss. The credit ratings of our securities reflect the seniority of the securities that we own. Our RMBS had a market value of $9.3 billion and an unrealized loss of $113 million or 1.2% as of December 31, 2007, which is primarily due to the impact of changes in interest rates.
99
The market value of investments backed by subprime loans was $755 million and represented 1.0% of our total investment portfolio as of December 31, 2007. Investments rated A or above represented 95% of the subprime investments and $379 million in market value of our subprime investments was backed by loans originating in 2005 and forward. Available-for-sale securities represent most of the subprime exposure with trading securities being only $19 million, or 2.5%, as of December 31, 2007. The tables below summarize our investments in available-for-sale securities backed by pools of residential mortgages (in millions):
Fair Value as of December 31, 2007 | |||||||||||||||
Prime
Agency |
Prime/
Non - Agency |
Alt-A | Subprime | Total | |||||||||||
Type |
|||||||||||||||
Collateralized mortgage obligations and pass throughs |
$ | 5,453 | $ | 1,549 | $ | 945 | $ | | $ | 7,947 | |||||
Asset-backed securities home equity |
| | 402 | 735 | 1,137 | ||||||||||
Mortgage-backed securities collateralized debt obligations |
| | | 1 | 1 | ||||||||||
Total (1) |
$ | 5,453 | $ | 1,549 | $ | 1,347 | $ | 736 | $ | 9,085 | |||||
Rating |
|||||||||||||||
AAA |
$ | 5,411 | $ | 1,204 | $ | 1,070 | $ | 623 | $ | 8,308 | |||||
AA |
21 | 299 | 229 | 50 | 599 | ||||||||||
A |
21 | 15 | 26 | 35 | 97 | ||||||||||
BBB |
| 12 | 16 | 26 | 54 | ||||||||||
BB and below |
| 19 | 6 | 2 | 27 | ||||||||||
Total (1) |
$ | 5,453 | $ | 1,549 | $ | 1,347 | $ | 736 | $ | 9,085 | |||||
Origination Year |
|||||||||||||||
2004 and prior |
$ | 3,174 | $ | 445 | $ | 418 | $ | 362 | $ | 4,399 | |||||
2005 |
649 | 290 | 319 | 242 | 1,500 | ||||||||||
2006 |
223 | 290 | 480 | 132 | 1,125 | ||||||||||
2007 |
1,407 | 524 | 130 | | 2,061 | ||||||||||
Total (1) |
$ | 5,453 | $ | 1,549 | $ | 1,347 | $ | 736 | $ | 9,085 | |||||
(1) |
Does not include the fair value of trading securities totaling $225 million which support our Modco reinsurance agreements since investment results for these agreements are passed directly to the reinsurers. The $225 million in trading securities consisted of $165 million prime, $41 million Alt-A and $19 million subprime. |
100
Amortized Cost as of December 31, 2007 | |||||||||||||||
Prime
Agency |
Prime/
Non - Agency |
Alt-A | Subprime | Total | |||||||||||
Type |
|||||||||||||||
Collateralized mortgage obligations and pass throughs |
$ | 5,378 | $ | 1,603 | $ | 999 | $ | | $ | 7,980 | |||||
Asset-backed securities home equity |
| | 419 | 790 | 1,209 | ||||||||||
Mortgage-backed securities collateralized debt obligations |
| | | 1 | 1 | ||||||||||
Total (1) |
$ | 5,378 | $ | 1,603 | $ | 1,418 | $ | 791 | $ | 9,190 | |||||
Rating |
|||||||||||||||
AAA |
$ | 5,337 | $ | 1,219 | $ | 1,105 | $ | 652 | $ | 8,313 | |||||
AA |
21 | 331 | 259 | 57 | 668 | ||||||||||
A |
20 | 19 | 31 | 47 | 117 | ||||||||||
BBB |
| 16 | 17 | 33 | 66 | ||||||||||
BB and below |
| 18 | 6 | 2 | 26 | ||||||||||
Total (1) |
$ | 5,378 | $ | 1,603 | $ | 1,418 | $ | 791 | $ | 9,190 | |||||
Origination Year |
|||||||||||||||
2004 and prior |
$ | 3,144 | $ | 453 | $ | 430 | $ | 380 | $ | 4,407 | |||||
2005 |
648 | 297 | 333 | 258 | 1,536 | ||||||||||
2006 |
220 | 309 | 510 | 153 | 1,192 | ||||||||||
2007 |
1,366 | 544 | 145 | | 2,055 | ||||||||||
Total (1) |
$ | 5,378 | $ | 1,603 | $ | 1,418 | $ | 791 | $ | 9,190 | |||||
(1) |
Does not include the amortized cost of trading securities totaling $233 million which support our Modco reinsurance agreements since investment results for these agreements are passed directly to the reinsurers. The $233 million in trading securities consisted of $169 million prime, $43 million Alt-A and $21 million subprime. |
None of these investments include any direct investments in subprime lenders or mortgages. We are not aware of material exposure to subprime loans in our alternative asset portfolio.
The following summarizes our investments in available-for-sale securities backed by pools of consumer loan asset-backed securities (in millions):
As of December 31, 2007 | ||||||||||||||||||
Credit Card (1) | Auto Loans | Total | ||||||||||||||||
Fair
Value |
Amortized
Cost |
Fair
Value |
Amortized
Cost |
Fair
Value |
Amortized
Cost |
|||||||||||||
Rating |
||||||||||||||||||
AAA |
$ | 126 | $ | 127 | $ | 4 | $ | 4 | $ | 130 | $ | 131 | ||||||
BBB |
33 | 33 | | | 33 | 33 | ||||||||||||
Total (2) |
$ | 159 | $ | 160 | $ | 4 | $ | 4 | $ | 163 | $ | 164 | ||||||
(1) |
Additional indirect credit card exposure through structured securities is excluded from this table. See Credit-Linked Notes section below and in Note 4. |
(2) |
Does not include the fair value of trading securities totaling $5 million which support our Modco reinsurance agreements since investment results for these agreements are passed directly to the reinsurers. The $5 million in trading securities consisted of credit card securities. |
101
The following summarizes our investments in available-for-sale securities backed by pools of commercial mortgages (in millions):
As of December 31, 2007 | ||||||||||||||||||||||||
Multiple Property | Single Property |
Commercial Real
Estate Collateralized Debt Obligations |
Total | |||||||||||||||||||||
Fair
Value |
Amortized
Cost |
Fair
Value |
Amortized
Cost |
Fair
Value |
Amortized
Cost |
Fair
Value |
Amortized
Cost |
|||||||||||||||||
Type |
||||||||||||||||||||||||
Commercial mortgage-backed securities |
$ | 2,532 | $ | 2,542 | $ | 157 | $ | 169 | $ | | $ | | $ | 2,689 | $ | 2,711 | ||||||||
Commercial real estate collateralized debt obligations |
| | | | 38 | 42 | 38 | 42 | ||||||||||||||||
Total (1) |
$ | 2,532 | $ | 2,542 | $ | 157 | $ | 169 | $ | 38 | $ | 42 | $ | 2,727 | $ | 2,753 | ||||||||
Rating |
||||||||||||||||||||||||
AAA |
$ | 1,755 | $ | 1,742 | $ | 78 | $ | 79 | $ | 35 | $ | 39 | $ | 1,868 | $ | 1,860 | ||||||||
AA |
452 | 455 | 13 | 17 | 3 | 3 | 468 | 475 | ||||||||||||||||
A |
213 | 224 | 62 | 67 | | | 275 | 291 | ||||||||||||||||
BBB |
90 | 100 | 4 | 6 | | | 94 | 106 | ||||||||||||||||
BB and below |
22 | 21 | | | | | 22 | 21 | ||||||||||||||||
Total (1) |
$ | 2,532 | $ | 2,542 | $ | 157 | $ | 169 | $ | 38 | $ | 42 | $ | 2,727 | $ | 2,753 | ||||||||
Origination Year |
||||||||||||||||||||||||
2004 and prior |
$ | 1,845 | $ | 1,822 | $ | 84 | $ | 83 | $ | 3 | $ | 3 | $ | 1,932 | $ | 1,908 | ||||||||
2005 |
356 | 367 | 54 | 61 | 13 | 15 | 423 | 443 | ||||||||||||||||
2006 |
201 | 220 | 19 | 25 | 22 | 24 | 242 | 269 | ||||||||||||||||
2007 |
130 | 133 | | | | | 130 | 133 | ||||||||||||||||
Total (1) |
$ | 2,532 | $ | 2,542 | $ | 157 | $ | 169 | $ | 38 | $ | 42 | $ | 2,727 | $ | 2,753 | ||||||||
(1) |
Does not include the fair value of trading securities totaling $111 million which support our Modco reinsurance agreements since investment results for these agreements are passed directly to the reinsurers. The $111 million in trading securities consisted of $107 million commercial mortgage-backed securities and $4 million commercial real estate collateralized debt obligations. |
102
Monoline insurers provide guarantees on debt for issuers, often in the form of credit wraps, that enhance the credit of the issuer. Monoline insurers guarantee the timely repayment of bond principal and interest when a bond issuer defaults and generally provide credit enhancement for bonds issues such as municipal bonds and private placements as well as other types and structures of securities. Our direct exposure represents our bond holdings of the actual Monoline insurers. Our insured bonds represent our holdings in bonds of other issuers that are insured by Monoline insurers.
The following summarizes our exposure to Monoline insurers (in millions):
As of December 31, 2007 | ||||||||||||||||||
Direct
Exposure |
Insured
Bonds (1) |
Total
Amortized Cost |
Total
Unrealized Gain |
Total
Unrealized Loss |
Total
Fair Value |
|||||||||||||
Monoline Name |
||||||||||||||||||
AMBAC |
$ | | $ | 117 | $ | 117 | $ | 3 | $ | 2 | $ | 118 | ||||||
CAPMAC |
| 4 | 4 | | | 4 | ||||||||||||
CMAC |
| | | | | | ||||||||||||
FGIC |
26 | 55 | 81 | 1 | 10 | 72 | ||||||||||||
FSA |
| 41 | 41 | 1 | | 42 | ||||||||||||
MBIA |
12 | 78 | 90 | 3 | 2 | 91 | ||||||||||||
MGIC |
11 | 8 | 19 | | 1 | 18 | ||||||||||||
PMI GROUP INC |
27 | | 27 | | 4 | 23 | ||||||||||||
RADIAN GROUP INC |
19 | | 19 | | 3 | 16 | ||||||||||||
XL CAPITAL LTD |
92 | 65 | 157 | 2 | 11 | 148 | ||||||||||||
Total (2) |
$ | 187 | $ | 368 | $ | 555 | $ | 10 | $ | 33 | $ | 532 | ||||||
(1) |
Additional indirect insured exposure through structured securities is excluded from this table. See Credit-Linked Notes in Note 4. |
(2) |
Does not include the fair value of trading securities totaling $36 million which support our Modco reinsurance agreements since investment results for these agreements are passed directly to the reinsurers. The $36 million in trading securities consisted of $13 million of direct exposure and $23 million of insured exposure. |
103
Mortgage Loans on Real Estate
The following summarizes key information on mortgage loans (in millions):
As of December 31, 2007 | As of December 31, 2007 | ||||||||||||||
Amount | % | Amount | % | ||||||||||||
Property Type |
State Exposure | ||||||||||||||
Apartment |
$ | 756 | 10 | % | CA | $ | 1,514 | 20 | % | ||||||
Retail |
1,819 | 25 | % | TX | 638 | 9 | % | ||||||||
Office Building |
2,548 | 34 | % | MD | 395 | 5 | % | ||||||||
Industrial |
1,816 | 24 | % | VA | 329 | 4 | % | ||||||||
Hotel/Motel |
336 | 5 | % | AZ | 317 | 4 | % | ||||||||
Mixed Use |
41 | 1 | % | WA | 304 | 4 | % | ||||||||
Other Commercial |
107 | 1 | % | FL | 299 | 4 | % | ||||||||
$ | 7,423 | 100 | % | IL | 294 | 4 | % | ||||||||
TN | 286 | 4 | % | ||||||||||||
NC | 278 | 4 | % | ||||||||||||
Geographic Region |
PA | 267 | 4 | % | |||||||||||
New England |
$ | 192 | 3 | % | GA | 249 | 3 | % | |||||||
Middle Atlantic |
503 | 7 | % | NV | 213 | 3 | % | ||||||||
East North Central |
817 | 11 | % | OH | 202 | 3 | % | ||||||||
West North Central |
454 | 6 | % | IN | 193 | 3 | % | ||||||||
South Atlantic |
1,668 | 22 | % | MN | 153 | 2 | % | ||||||||
East South Central |
398 | 5 | % | NJ | 147 | 2 | % | ||||||||
West South Central |
691 | 9 | % | MA | 128 | 2 | % | ||||||||
Mountain |
738 | 10 | % | MO | 112 | 2 | % | ||||||||
Pacific |
1,962 | 27 | % | Other states under 1 | % | 1,105 | 14 | % | |||||||
$ | 7,423 | 100 | % | $ | 7,423 | 100 | % | ||||||||
All mortgage loans that are impaired have an established allowance for credit loss. Changing economic conditions impact our valuation of mortgage loans. Changing vacancies and rents are incorporated into the discounted cash flow analysis that we perform for monitored loans and may contribute to the establishment of (or an increase or decrease in) an allowance for credit losses. In addition, we continue to monitor the entire commercial mortgage loan portfolio to identify risk. Areas of emphasis are properties that have deteriorating credits or have experienced debt coverage reduction. Where warranted, we have established or increased loss reserves based upon this analysis. There were no impaired mortgage loans as of December 31, 2007. As of December 31, 2006, 0.4% of total mortgage loans were impaired. As of December 31, 2007, we had one commercial mortgage loan that was two or more payments delinquent. As of December 31, 2006, we had two commercial mortgage loans that were two or more payments delinquent. The total principal and interest due on these loans as of December 31, 2007 and 2006 was less than $1 million. See Note 4 for additional detail regarding impaired mortgage loans. See Note 1 for more information regarding our accounting policy relating to the impairment of mortgage loans.
104
Alternative Investments
The carrying value of our consolidated alternative investments by business segment (in millions), which primarily consists of investments in limited partnerships, were as follows:
As of December 31, | ||||||
2007 | 2006 | |||||
Individual Markets: |
||||||
Annuities |
$ | 108 | $ | 91 | ||
Life Insurance |
528 | 356 | ||||
Employer Markets: |
||||||
Retirement Products |
130 | 113 | ||||
Other Operations |
33 | 30 | ||||
Total alternative investments |
$ | 799 | $ | 590 | ||
Income derived from our consolidated alternative investments by business segment (in millions) was as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Individual Markets: |
|||||||||||||||
Annuities |
$ | 17 | $ | 12 | $ | 11 | 42 | % | 9 | % | |||||
Life Insurance |
65 | 12 | 12 | 442 | % | 0 | % | ||||||||
Employer Markets: |
|||||||||||||||
Retirement Products |
17 | 18 | 26 | -6 | % | -31 | % | ||||||||
Other Operations |
3 | 4 | | -25 | % | NM | |||||||||
Total alternative investments (1) |
$ | 102 | $ | 46 | $ | 49 | 122 | % | -6 | % | |||||
(1) |
Includes net investment income on the required statutory surplus invested within alternative investments. |
As of December 31, 2007 and 2006, alternative investments include investments in approximately 102 and 84 different partnerships, respectively, that allow us to gain exposure to a broadly diversified portfolio of asset classes such as venture capital, hedge funds, oil and gas and real estate. The partnerships do not represent off-balance sheet financing and generally involve several third-party partners. Select partnerships contain capital calls, which require us to contribute capital upon notification by the general partner. These capital calls are contemplated during the initial investment decision and are planned for well in advance of the call date. The capital calls are not material in size and pose no threat to our liquidity. The capital calls are included on the table of contingent commitments in Review of Consolidated Financial Condition Liquidity and Capital Resources below. Alternative investments are accounted for using the equity method of accounting and are included in other investments on our Consolidated Balance Sheets.
105
Net Investment Income
Details underlying net investment income (in millions) and our investment yield were as follows:
For the Years Ended December 31, | Change Over Prior Year | |||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | ||||||||||||||
Net Investment Income |
||||||||||||||||||
Fixed maturity securities available for sale |
$ | 3,354 | $ | 2,940 | $ | 2,001 | 14 | % | 47 | % | ||||||||
Equity securities available for sale |
41 | 27 | 9 | 52 | % | 200 | % | |||||||||||
Trading securities |
176 | 197 | 194 | -11 | % | 2 | % | |||||||||||
Mortgage loans on real estate |
507 | 468 | 287 | 8 | % | 63 | % | |||||||||||
Real estate |
44 | 48 | 24 | -8 | % | 100 | % | |||||||||||
Standby real estate equity commitments |
12 | 8 | 26 | 50 | % | -69 | % | |||||||||||
Policy loans |
175 | 159 | 118 | 10 | % | 35 | % | |||||||||||
Invested Cash |
73 | 91 | 53 | -20 | % | 72 | % | |||||||||||
Change in call option market value (1) |
6 | 62 | | -90 | % | NM | ||||||||||||
Commercial mortgage loan prepayment and bond makewhole premiums (2) |
57 | 70 | 33 | -19 | % | 112 | % | |||||||||||
Alternative investments (3) |
102 | 46 | 49 | 122 | % | -6 | % | |||||||||||
Consent fees |
10 | 8 | 1 | 25 | % | 700 | % | |||||||||||
Other investments |
12 | 25 | 19 | -52 | % | 32 | % | |||||||||||
Investment revenue |
4,569 | 4,149 | 2,814 | 10 | % | 47 | % | |||||||||||
Investment expense |
(185 | ) | (168 | ) | (112 | ) | 10 | % | 50 | % | ||||||||
Total net investment income |
$ | 4,384 | $ | 3,981 | $ | 2,702 | 10 | % | 47 | % | ||||||||
(1) |
The change in the call option market value in net investment income largely offsets the change in interest credited caused by fluctuations in the value of our indexed annuity contract liabilities. |
(2) |
See Commercial Mortgage Loan Prepayment and Bond Makewhole Premiums below for additional information. |
(3) |
See Alternative Investments above for additional information. |
For the Years Ended December 31, |
Basis Point Change
Over Prior Year |
||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Interest Rate Yield |
|||||||||||||||
Fixed maturity securities, mortgage loans on real estate and other, net of investment expenses |
5.96 | % | 5.89 | % | 5.90 | % | 7 | (1 | ) | ||||||
Change in call option market value |
0.01 | % | 0.10 | % | 0.00 | % | (9 | ) | 10 | ||||||
Commercial mortgage loan prepayment and bond makewhole premiums |
0.08 | % | 0.11 | % | 0.08 | % | (3 | ) | 3 | ||||||
Alternative investments |
0.15 | % | 0.07 | % | 0.11 | % | 8 | (4 | ) | ||||||
Consent fees |
0.01 | % | 0.01 | % | 0.06 | % | | (5 | ) | ||||||
Standby real estate equity commitments |
0.02 | % | 0.03 | % | 0.00 | % | (1 | ) | 3 | ||||||
Net investment income yield on invested assets |
6.23 | % | 6.21 | % | 6.15 | % | 2 | 6 | |||||||
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Average invested assets at amortized cost |
$ | 70,330 | $ | 64,099 | $ | 43,933 | 10 | % | 46 | % |
We earn investment income on our general account assets supporting fixed annuity, term life, whole life, UL and interest-sensitive whole life insurance products. The profitability of our fixed annuity and life insurance products is affected by our ability to achieve target spreads, or margins, between the interest income earned on the general account assets and the interest credited to the contract holder on our average fixed account values, including the fixed portion of variable. Net investment income and the interest rate yield table each include changes the fair value of call options, commercial mortgage loan prepayments and bond makewhole premiums, alternative investments and contingent interest and standby real estate equity commitments. These items can vary significantly from period to period due to a number of factors and therefore can provide results that are not indicative of the underlying trends.
106
can vary significantly from period to period due to a number of factors and therefore can provide results that are not indicative of the underlying trends.
The growth in net investment income on fixed maturity securities, mortgage loans on real estate and other, net of investment expense when comparing 2007 to 2006 was attributable to including the results of operations from Jefferson-Pilot for twelve months in 2007 compared to only nine months in 2006, positive net flows and continued growth in our business from sales and favorable persistency.
The growth in net investment income on fixed maturity securities, mortgage loans on real estate and other, net of investment expense when comparing 2006 to 2005 was attributable to including the results of operations from Jefferson-Pilot for nine months in 2006, positive net flows and continued growth in our business from sales and favorable persistency.
Commercial Mortgage Loan Prepayment and Bond Makewhole Premiums
Prepayment and makewhole premiums are collected when borrowers elect to call or prepay their debt prior to the stated maturity. A prepayment or makewhole premium allows investors to attain the same yield as if the
Realized Gains and Losses
Details underlying realized loss (in millions) were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Fixed maturity securities available-for-sale: |
||||||||||||
Gross gains |
$ | 125 | $ | 132 | $ | 115 | ||||||
Gross losses |
(185 | ) | (103 | ) | (93 | ) | ||||||
Equity securities available-for-sale: |
||||||||||||
Gross gains |
8 | 2 | 8 | |||||||||
Gross losses |
(111 | ) | (3 | ) | (1 | ) | ||||||
Gain on other investments |
18 | 4 | 1 | |||||||||
Associated amortization of DAC, VOBA, DSI, DFEL and changes in other contract holder funds |
29 | (41 | ) | (52 | ) | |||||||
Total realized loss on investments, excluding trading securities |
(116 | ) | (9 | ) | (22 | ) | ||||||
Gain (loss) on derivative instruments, excluding reinsurance embedded derivatives |
(11 | ) | 2 | (1 | ) | |||||||
Associated amortization of DAC, VOBA, DSI, DFEL and changes in other contract holder funds |
1 | | 1 | |||||||||
Total realized loss on investments and derivative instruments |
(126 | ) | (7 | ) | (22 | ) | ||||||
Gain on reinsurance embedded derivative/trading securities |
2 | 4 | 5 | |||||||||
Gain on sale of subsidiaries/businesses |
6 | | 14 | |||||||||
Total realized loss |
$ | (118 | ) | $ | (3 | ) | $ | (3 | ) | |||
Amortization expense of DAC, VOBA, DSI, DFEL and changes in other contract holder funds reflects an assumption for an expected level of credit-related investment losses. When actual credit-related investment losses are realized, we recognize a true up to our DAC, VOBA, DSI, and DFEL amortization and changes in other contract holder funds within realized gains and losses reflecting the incremental impact of actual versus expected credit-related investment losses. These actual to expected amortization adjustments could create volatility in net realized gains and losses. The write-down for impairments includes both credit-related and interest-rate related impairments.
Realized gains and losses generally originate from asset sales to reposition the portfolio or to respond to product experience. During the years ended December 31, 2007 and 2006, we sold securities for gains and losses. In the process of evaluating whether a security with an unrealized loss reflects declines that are other-than-temporary, we consider our ability and intent to hold the security until its value recovers. However, subsequent decisions on securities sales are made within the context of overall risk monitoring, assessing value relative to other comparable securities and overall portfolio maintenance. Although our portfolio managers may, at a given point in time, believe that the preferred course of action is to hold securities with unrealized losses that are considered temporary until such losses are recovered, the dynamic nature of portfolio management may result in a subsequent decision to sell. These subsequent decisions are consistent with the classification of our investment portfolio as available-for-sale. We expect to continue to manage all non-trading invested assets within our portfolios in a manner that is consistent with the available-for-sale classification.
107
We consider economic factors and circumstances within countries and industries where recent write-downs have occurred in our assessment of the status of securities we own of similarly situated issuers. While it is possible for realized or unrealized losses on a particular investment to affect other investments, our risk management has been designed to identify correlation risks and other risks inherent in managing an investment portfolio. Once identified, strategies and procedures are developed to effectively monitor and manage these risks. The areas of risk correlation that we pay particular attention to are risks that may be correlated within specific financial and business markets, risks within specific industries and risks associated with related parties.
When the detailed analysis by our credit analysts and investment portfolio managers leads to the conclusion that a securitys decline in fair value is other-than-temporary, the security is written down to estimated fair value. In instances where declines are considered temporary, the security will continue to be carefully monitored. See Item 7. MD&A Critical Accounting Policies and Estimates for additional information on our portfolio management strategy.
Details underlying write-downs taken as a result of other-than-temporary impairments (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Other-Than-Temporary Impairments |
|||||||||||||||
Corporate bonds |
$ | 129 | $ | 61 | $ | 15 | 111 | % | 307 | % | |||||
Foreign government bonds |
1 | | | NM | NM | ||||||||||
Asset and mortgage-backed securities: |
20 | 3 | 5 | 567 | % | -40 | % | ||||||||
Total fixed maturity securities |
150 | 64 | 20 | 134 | % | 220 | % | ||||||||
Equity securities |
111 | | 1 | NM | -100 | % | |||||||||
Total other-than-temporary impairments |
$ | 261 | $ | 64 | $ | 21 | 308 | % | 205 | % | |||||
Unrealized Gains and Losses on Available-for-Sale Securities
When considering unrealized gain and loss information, it is important to recognize that the information relates to the status of securities at a particular point in time and may not be indicative of the status of our investment portfolios subsequent to the balance sheet date. Further, since the timing of the recognition of realized investment gains and losses through the selection of which securities are sold is largely at managements discretion, it is important to consider the information provided below within the context of the overall unrealized gain or loss position of our investment portfolios. These are important considerations that should be included in any evaluation of the potential impact of unrealized loss securities on our future earnings.
108
For our securities classified as available-for-sale that we held as of December 31, 2007 and 2006 that were subject to enhanced analysis and monitoring for potential changes in unrealized loss status, the fair value, amortized cost, unrealized loss (in millions) and total time period that the security has been in an unrealized loss position were as follows:
As of December 31, 2007 | ||||||||||||||||||
Fair
Value |
%
Fair Value |
Amortized
Cost |
%
Amortized Cost |
Unrealized
Loss |
%
Unrealized Loss |
|||||||||||||
< = 90 days |
$ | 63 | 58.4 | % | $ | 65 | 48.5 | % | $ | 2 | 7.7 | % | ||||||
> 90 days but < 180 days |
16 | 14.8 | % | 28 | 20.9 | % | 12 | 46.2 | % | |||||||||
> 180 days but < 270 days |
23 | 21.3 | % | 30 | 22.4 | % | 7 | 26.9 | % | |||||||||
> 270 days but < 1 year |
1 | 0.9 | % | 1 | 0.7 | % | | 0.0 | % | |||||||||
> 1 year |
5 | 4.6 | % | 10 | 7.5 | % | 5 | 19.2 | % | |||||||||
Total |
$ | 108 | 100.0 | % | $ | 134 | 100.0 | % | $ | 26 | 100.0 | % | ||||||
As of December 31, 2006 | ||||||||||||||||||
Fair
Value |
% Fair
Value |
Amortized
Cost |
%
Amortized Cost |
Unrealized
Loss |
%
Unrealized Loss |
|||||||||||||
< = 90 days |
$ | 1 | 6.2 | % | $ | 1 | 6.2 | % | $ | | NM | |||||||
> 90 days but < 180 days |
| 0.0 | % | | 0.0 | % | | NM | ||||||||||
> 180 days but < 270 days |
2 | 12.5 | % | 2 | 12.5 | % | | NM | ||||||||||
> 270 days but < 1 year |
| 0.0 | % | | 0.0 | % | | NM | ||||||||||
> 1 year |
13 | 81.3 | % | 13 | 81.3 | % | | NM | ||||||||||
Total |
$ | 16 | 100.0 | % | $ | 16 | 100.0 | % | $ | | NM | |||||||
We have no concentrations of issuers or guarantors of fixed maturity and equity securities. The composition by industry categories of securities subject to enhanced analysis and monitoring for potential changes in unrealized loss status (in millions), was as follows:
As of December 31, 2007 | ||||||||||||||||||
Fair
Value |
%
Fair Value |
Amortized
Cost |
%
Amortized Cost |
Unrealized
Loss |
%
Unrealized Loss |
|||||||||||||
Property and casualty |
$ | 33 | 30.5 | % | $ | 48 | 35.8 | % | $ | 15 | 57.7 | % | ||||||
Collateralized mortgage obligations |
17 | 15.7 | % | 25 | 18.7 | % | 8 | 30.8 | % | |||||||||
Commercial mortgage-backed |
| |||||||||||||||||
securities |
2 | 1.9 | % | 5 | 3.7 | % | 3 | 11.5 | % | |||||||||
ABS |
6 | 5.6 | % | 6 | 4.5 | % | | 0.0 | % | |||||||||
Non-captive consumer |
37 | 34.3 | % | 37 | 27.6 | % | | 0.0 | % | |||||||||
Banking |
8 | 7.4 | % | 8 | 6.0 | % | | 0.0 | % | |||||||||
Consumer cyclical services |
5 | 4.6 | % | 5 | 3.7 | % | | 0.0 | % | |||||||||
Total |
$ | 108 | 100.0 | % | $ | 134 | 100.0 | % | $ | 26 | 100.0 | % | ||||||
As of December 31, 2006 | ||||||||||||||||||
Fair Value |
% Fair
Value |
Amortized
Cost |
%
Amortized Cost |
Unrealized
Loss |
%
Unrealized Loss |
|||||||||||||
Automotive |
$ | 15 | 93.7 | % | $ | 15 | 93.7 | % | $ | | NM | |||||||
Commercial mortgage-backed securities |
1 | 6.3 | % | 1 | 6.3 | % | | NM | ||||||||||
Total |
$ | 16 | 100.0 | % | $ | 16 | 100.0 | % | $ | | NM | |||||||
109
The composition by industry categories of all securities in unrealized loss status (in millions), was as follows:
110
Unrealized Loss on Below-Investment-Grade Available-for-Sale Fixed Maturity Securities
Gross unrealized losses on available-for-sale below-investment-grade fixed maturity securities represented 12.1% and 9.5% of total gross unrealized losses on all available-for-sale securities as of December 31, 2007 and 2006, respectively. Generally, below-investment-grade fixed maturity securities are more likely than investment-grade securities to develop credit concerns. The remaining 87.9% and 90.5% of the gross unrealized losses as of December 31, 2007 and 2006, respectively, related to investment grade available-for-sale securities. The ratios of estimated fair value to amortized cost reflected in the table below were not necessarily indicative of the market value to amortized cost relationships for the securities throughout the entire time that the securities have been in an unrealized loss position nor are they necessarily indicative of these ratios subsequent to December 31, 2007.
Details underlying fixed maturity securities below investment grade and in an unrealized loss position (in millions) were as follows:
Ratio of
|
As of December 31, 2007 | ||||||||||
Fair
Value |
Amortized
Cost |
Unrealized
Loss |
|||||||||
Aging Category |
|||||||||||
< or = 90 days |
70% to 100% | $ | 446 | $ | 468 | $ | 22 | ||||
40% to 70% |
| 1 | 1 | ||||||||
Below 40% |
| | | ||||||||
< or = 90 days total |
446 | 469 | 23 | ||||||||
>90 days but < or = 180 days |
70% to 100% | 218 | 231 | 13 | |||||||
40% to 70% |
1 | 1 | | ||||||||
Below 40% |
| | | ||||||||
>90 days but < or = 180 days total |
219 | 232 | 13 | ||||||||
>180 days but < or = 270 days |
70% to 100% | 378 | 408 | 30 | |||||||
40% to 70% |
| | | ||||||||
Below 40% |
| | | ||||||||
>180 days but < or = 270 days total |
378 | 408 | 30 | ||||||||
>270 days but < or = 1 year |
70% to 100% | 121 | 135 | 14 | |||||||
40% to 70% |
| | | ||||||||
Below 40% |
| | | ||||||||
>270 days but < or = 1 year total |
121 | 135 | 14 | ||||||||
>1 year |
70% to 100% | 328 | 362 | 34 | |||||||
40% to 70% |
52 | 84 | 32 | ||||||||
Below 40% |
| | | ||||||||
>1 year total |
380 | 446 | 66 | ||||||||
Total below-investment-grade |
$ | 1,544 | $ | 1,690 | $ | 146 | |||||
111
Ratio of
|
As of December 31, 2006 | ||||||||||
Fair
Value |
Amortized
Cost |
Unrealized
Loss |
|||||||||
Aging Category |
|||||||||||
< or = 90 days |
70% to 100% | $ | 221 | $ | 225 | $ | 4 | ||||
40% to 70% |
| | | ||||||||
Below 40% |
| | | ||||||||
< or = 90 days total |
221 | 225 | 4 | ||||||||
>90 days but < or = 180 days |
70% to 100% | 85 | 89 | 4 | |||||||
40% to 70% |
| | | ||||||||
Below 40% |
| | | ||||||||
>90 days but < or = 180 days total |
85 | 89 | 4 | ||||||||
>180 days but < or = 270 days |
70% to 100% | 143 | 148 | 5 | |||||||
40% to 70% |
| | | ||||||||
Below 40% |
| | | ||||||||
>180 days but < or = 270 days total |
143 | 148 | 5 | ||||||||
>270 days but < or = 1 year |
70% to 100% | 93 | 95 | 2 | |||||||
40% to 70% |
| | | ||||||||
Below 40% |
| | | ||||||||
>270 days but < or = 1 year total |
93 | 95 | 2 | ||||||||
>1 year |
70% to 100% | 256 | 276 | 20 | |||||||
40% to 70% |
| | | ||||||||
Below 40% |
| | | ||||||||
>1 year total |
256 | 276 | 20 | ||||||||
Total below-investment-grade |
$ | 798 | $ | 833 | $ | 35 | |||||
As of December 31, 2007 and 2006, there were $108 million and $16 million, respectively, of the publicly traded and private securities held that were subject to enhanced analysis and monitoring for potential changes in unrealized loss status. As of December 31, 2007, 50.6% of these were rated as investment grade while 7.4% were rated as investment grade as of December 31, 2006. As of December 31, 2007, the range of maturity dates for these securities varies, with 46.4% maturing in greater than 10 years, 26.7% maturing between 5 and 10 years, 26.9% maturing between 1 and 5 years. As of December 31, 2006, the range of maturity dates for these securities was 7.4% maturing in greater than 10 years and 92.6% maturing in one year or less.
As of December 31, 2007 and 2006, 90.7% and 95.7%, respectively, of total publicly traded and private securities in unrealized loss status were rated as investment grade. See Note 4 for ratings and maturity date information for our fixed maturity investment portfolio.
As of December 31, 2007, gross unrealized losses totaled $1.2 billion compared to gross unrealized losses of $373 million as of December 31, 2006. The change in unrealized losses was related primarily to an increase in interest rates during the period.
112
Unrealized Loss on Fixed Maturity Securities Available-for-Sale in Excess of $10 million
As of December 31, 2007, available-for-sale fixed maturity securities with gross unrealized losses greater than $10 million (in millions) were as follows:
Length of Time in Loss Position |
As of December 31, 2007 | ||||||||||
Fair
Value |
Amortized
Cost |
Unrealized
Loss |
|||||||||
Investment Grade |
|||||||||||
Credit-linked note |
>270 days but < or = 1 year | $ | 312 | $ | 400 | $ | 88 | ||||
Credit-linked note |
>180 days but < or = 270 days | 190 | 250 | 60 | |||||||
Credit-linked note |
>180 days but < or = 270 days | 158 | 200 | 42 | |||||||
Domestic bank and finance |
>90 days but < or = 180 days | 78 | 89 | 11 | |||||||
Domestic bank and finance |
>1 year | 112 | 123 | 11 | |||||||
Property and casualty insurance |
>90 days but < or = 180 days | 50 | 60 | 10 | |||||||
Total investment grade |
$ | 900 | $ | 1,122 | $ | 222 | |||||
Non Investment Grade |
|||||||||||
Domestic media company |
>1 year | $ | 47 | $ | 70 | $ | 23 | ||||
Domestic bank and finance |
< or = 90 days | 54 | 66 | 12 | |||||||
Domestic entertainment |
> 1 year | 32 | 43 | 11 | |||||||
Total non investment grade |
$ | 133 | $ | 179 | $ | 46 | |||||
The information presented above is subject to rapidly changing conditions. As such, we expect that the level of securities with overall unrealized losses will fluctuate, as will the level of unrealized loss securities that are subject to enhanced analysis and monitoring. The volatility of financial market conditions results in increased recognition of both investment gains and losses, as portfolio risks are adjusted through sales and purchases. As discussed above, this is consistent with the classification of our investment portfolios as available-for-sale.
Credit-Linked Notes
As of December 31, 2007 and 2006, other contract holder funds on our Consolidated Balance Sheets included $1.2 billion and $700 million, respectively, outstanding in funding agreements of the Lincoln National Life Insurance Company (LNL). LNL invested the proceeds of $850 million received for issuing three funding agreements in 2006 and 2007 into three separate credit-linked notes originated by third party companies and $300 million of such agreements were assumed as a result of the merger of Jefferson-Pilot into LNL. The $850 million of credit-linked notes are classified as asset-backed securities and are included in our fixed maturity securities on our Consolidated Balance Sheets. The $300 million of investments which were assumed as a result of the merger are classified as corporate bonds and are included in our fixed maturity securities on our Consolidated Balance Sheets.
We earn a spread between the coupon received on the credit-linked note and the interest credited on the funding agreement. Our credit linked notes were created using a trust that combines highly rated assets with credit default swaps to produce a multi-class structured security. The asset backing two of these credit-linked notes is a mid-AA rated asset-backed security secured by a pool of credit card receivables. The third credit-linked note is backed by a pool of assets which are guaranteed by MBIA, Inc, a financial guarantor and are mid-AA rated. Our affiliate, Delaware Investments, actively manages the credit default swaps in the underlying portfolio.
Consistent with other debt market instruments, we are exposed to credit losses within the structure of the credit-linked notes, which could result in principal losses to our investments if the issuers of the debt market instruments default on their obligations. However, we have attempted to protect our investments from credit losses through the multi-tiered class structure of the credit-linked note, which requires the subordinated classes of the investment pool to absorb all of the initial credit losses. LNL owns the mezzanine tranche of these investments, which currently carries a mid-AA rating. Generally, the assets backing these notes can sustain anywhere from 6-11 defaults in the underlying collateral pools with no loss to LNL. However, if that number of defaults is realized, any additional defaults will significantly impact the ability of the notes to recover their value. Once the subordinate classes of the investment pools sustain full losses, losses will be incurred on LNLs investment. In general, the entire investment can be lost with 3-5 additional defaults. To date, there have been no defaults in any of the underlying collateral pools. Similar to other debt market instruments our maximum principal loss is limited to our original investment of $850 million as of December 31, 2007.
113
The fair market value of these investments has declined, causing unrealized losses. As of December 31, 2007, we had unrealized losses of $190 million on the $850 million in credit linked notes. As described more fully in Note 1, we regularly review our investment holdings for other-than-temporary impairments. Based upon this review, we believe that these securities were not other-than-temporarily impaired as of December 31, 2007 and 2006. The following summarizes the fair value to amortized cost ratio of the credit-linked notes:
As of
January 31, 2008 |
As of December 31, | |||||||||||
2007 | 2006 | |||||||||||
Fair value |
$ | 519 | $ | 660 | $ | 401 | ||||||
Amortized cost |
850 | 850 | 400 | |||||||||
Fair value to amortized cost ratio |
61 | % | 78 | % | 100 | % |
The following summarizes the exposure of the credit-linked notes underlying collateral by industry and rating as of December 31, 2007:
Industry |
AAA | AA | A | BBB | BB | B | Total | ||||||||||||||
Financial intermediaries |
0 | % | 7 | % | 2 | % | 2 | % | 1 | % | 0 | % | 11 | % | |||||||
Telecommunications |
0 | % | 0 | % | 6 | % | 4 | % | 0 | % | 0 | % | 10 | % | |||||||
Oil & gas |
0 | % | 1 | % | 2 | % | 4 | % | 0 | % | 0 | % | 7 | % | |||||||
Chemicals & plastics |
0 | % | 0 | % | 3 | % | 1 | % | 0 | % | 0 | % | 4 | % | |||||||
Insurance |
0 | % | 2 | % | 2 | % | 0 | % | 0 | % | 0 | % | 4 | % | |||||||
Utilities |
0 | % | 0 | % | 4 | % | 0 | % | 0 | % | 0 | % | 4 | % | |||||||
Drugs |
1 | % | 2 | % | 1 | % | 0 | % | 0 | % | 0 | % | 4 | % | |||||||
Monoline insurance |
2 | % | 0 | % | 1 | % | 0 | % | 0 | % | 0 | % | 4 | % | |||||||
Retailers (except food & drug) |
0 | % | 0 | % | 2 | % | 2 | % | 0 | % | 0 | % | 4 | % | |||||||
Other Industry < 4% (32 Industries) |
3 | % | 4 | % | 24 | % | 16 | % | 1 | % | 0 | % | 48 | % | |||||||
Total |
6 | % | 16 | % | 47 | % | 29 | % | 2 | % | 0 | % | 100 | % | |||||||
Our insurance companies cede insurance to other companies. The portion of risks exceeding each of our insurance companys retention limit is reinsured with other insurers. We seek reinsurance coverage within the businesses that sell life insurance to limit our exposure to mortality losses and enhance our capital management.
Portions of our deferred annuity business have been reinsured on a modified coinsurance basis with other companies to limit our exposure to interest rate risks. As of December 31, 2007, the reserves associated with these reinsurance arrangements totaled $1.3 billion. To cover products other than life insurance, we acquire other insurance coverage with retentions and limits that management believes are appropriate for the circumstances. The consolidated financial statements included in Item 8 reflect premiums, benefits and DAC, net of insurance ceded. Our insurance companies remain liable if their reinsurers are unable to meet contractual obligations under applicable reinsurance agreements.
Our amounts recoverable from reinsurers represent receivables from and reserves ceded to reinsurers. As of December 31, 2007 and 2006, the amounts recoverable from reinsurers were $8.2 billion and $7.9 billion, respectively. We obtain reinsurance from a diverse group of reinsurers, and we monitor concentration, as well as financial strength ratings, of our principal reinsurers. Swiss Re represents our largest exposure. In 2001, we sold our reinsurance business to Swiss Re primarily through indemnity reinsurance arrangements. Because we are not relieved of our liability to the ceding companies for this business, the liabilities and obligations associated with the reinsured policies remain on our Consolidated Balance Sheets with a corresponding reinsurance receivable from the business sold to Swiss Re, which totaled $4.3 billion and $4.1 billion as of December 31, 2007 and 2006, respectively. Swiss Re has funded a trust with a balance of $1.8 billion as of December 31, 2007 to support this business. In addition to various remedies that we would have in the event of a default by Swiss Re, we continue to hold assets in support of certain of the transferred reserves. These assets consist of those reported as trading securities and certain mortgage loans. Our liabilities for funds withheld and embedded derivatives included $2.1 billion and $0.2 billion, respectively, as of December 31, 2007 related to the business sold to Swiss Re.
Included in the business sold to Swiss Re through indemnity reinsurance in 2001 was disability income business. Swiss Re is disputing its obligation to pay approximately $73 million of reinsurance recoverables on certain of this income disability business. We have agreed to arbitrate this dispute with Swiss Re. Although the outcome of the arbitration is uncertain, we currently believe that it is probable that we will ultimately collect the full amount of the reinsurance recoverable from Swiss Re and that Swiss Re will ultimately remain at risk on all of its obligations on the disability income business that it acquired from us in 2001.
114
In the second quarter of 2007, we recognized increased reserves on the personal accident business that was sold to Swiss Re through an indemnity reinsurance transaction in 2001, at which time we recognized a deferred gain that is being amortized into income at the rate that earnings are expected to emerge over a 15 year period. This adjustment resulted in a non-cash charge of $13 million, after-tax, to increase reserves, which was partially offset by a cumulative catch-up adjustment to the deferred gain amortization of $5 million, after-tax, for a total decrease to net income of $8 million. The impact of the accounting for reserve adjustments related to this reinsurance treaty is excluded from our definition of income from operations. Because Swiss Re is responsible for paying the underlying claims to the ceding companies corresponding to the reserve increase, we record an increase in the reinsurance recoverable in the period of the change. The amount of the additional increase to the deferred gain above the cumulative amortization catch-up adjustment will be amortized into income in future periods over the remaining period of expected run-off of the underlying business.
During the third quarter of 2006 one of our reinsurers, Scottish Re Group Ltd (Scottish Re), received rating downgrades from various rating agencies. Of the $800 million of fixed annuity business that we reinsure with Scottish Re, approximately 71% is reinsured through the use of modified coinsurance treaties, in which we possess the investments that support the reserves ceded to Scottish Re. For our annuity business ceded on a coinsurance basis, Scottish Re had previously established an irrevocable investment trust supporting the reserves for the benefit of LNC. In addition to fixed annuities, we have approximately $108 million of policy liabilities on the life insurance business we have reinsured with Scottish Re. Scottish Re continues to perform under its contractual responsibilities to us. We continue to evaluate the impact of these ratings downgrades with respect to our existing exposures to Scottish Re. Based on current information, we do not believe that Scottish Res ratings downgrades will have a material adverse effect on our results of operations, liquidity or financial condition.
As of December 31, 2007, we had reinsurance recoverables of $721 million and policy loans of $49 million, which were related to the businesses of Jefferson-Pilot that are coinsured with Household International (HI) affiliates. HI has provided payment, performance and capital maintenance guarantees with respect to the balances receivable. We regularly evaluate the financial condition of our reinsurers and monitor concentrations of credit risk related to reinsurance activities.
See Note 8 for further information regarding reinsurance transactions.
For factors that could cause actual results to differ materially from those set forth in this section, see Item 1A. Risk Factors and Forward-looking Statements Cautionary Language in this report.
Liquidity and Capital Resources
Sources of Liquidity and Cash Flow
Liquidity refers to the ability of an enterprise to generate adequate amounts of cash from its normal operations to meet cash requirements with a prudent margin of safety. Our principal sources of cash flow from operating activities are insurance premiums and fees, investment advisory fees and investment income, while sources of cash flows from investing activities result from maturities and sales of invested assets. Our operating activities provided cash of $2.1 billion, $3.0 billion and $1.2 billion in 2007, 2006 and 2005, respectively. When considering our liquidity and cash flow, it is important to distinguish between the needs of our insurance subsidiaries and the needs of the holding company, LNC. As a holding company with no operations of its own, LNC derives its cash primarily from its operating subsidiaries.
The sources of liquidity of the holding company are principally comprised of dividends and interest payments from subsidiaries augmented by holding company short-term investments, bank lines of credit, a commercial paper program and the ongoing availability of long-term public financing under an SEC filed shelf registration statement. These sources of liquidity and cash flow support the general corporate needs of the holding company, including its common stock dividends, interest and debt service, funding of callable securities, securities repurchases and acquisitions.
115
Details underlying the primary sources of our holding company cash flows (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Dividends from Subsidiaries |
|||||||||||||||
The Lincoln National Life Insurance Company (LNL) |
$ | 769 | $ | 569 | $ | 200 | 35 | % | 185 | % | |||||
First Penn-Pacific |
150 | | | NM | NM | ||||||||||
Lincoln Financial Media |
86 | 39 | | 121 | % | NM | |||||||||
Delaware Investments |
55 | 48 | 42 | 15 | % | 14 | % | ||||||||
Other non-regulated companies (1) |
395 | 235 | | 68 | % | NM | |||||||||
Lincoln UK |
75 | 85 | 44 | -12 | % | 93 | % | ||||||||
Other |
| 11 | 1 | -100 | % | NM | |||||||||
Loan Repayments and Interest from Subsidiary |
|||||||||||||||
LNL interest on intercompany notes (2) |
82 | 82 | 78 | 0 | % | 5 | % | ||||||||
$ | 1,612 | $ | 1,069 | $ | 365 | 51 | % | 193 | % | ||||||
Other Cash Flow and Liquidity Items |
|||||||||||||||
Return of seed capital |
$ | | $ | 21 | $ | 19 | -100 | % | 11 | % | |||||
Net capital received from stock option exercises |
107 | 191 | 83 | -44 | % | 130 | % | ||||||||
$ | 107 | $ | 212 | $ | 102 | -50 | % | 108 | % | ||||||
(1) |
Represents dividend of proceeds from the sale of equity securities used to repay borrowings under the bridge facility in 2006 and a dividend of Bank of America shares to LNC from a subsidiary in September 2007. |
(2) |
Primarily represents interest on the holding companys $1.3 billion in surplus note investments in LNL. Interest of $20 million from LNL for the fourth quarter of 2007 and 2006 was received December 31, 2007 and January 2, 2007, respectively. |
The table above focuses on significant and recurring cash flow items and excludes the effects of certain financing activities, namely the periodic issuance and retirement of debt and cash flows related to our inter-company cash management account (discussed below). Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest impact on net cash flows at the holding company. Also excluded from this analysis is the modest amount of investment income on short-term investments of the holding company. See Part IV Item 15(a)(2) Financial Statement Schedules Schedule II LNC Parent Company Only Statement of Cash Flows in this Form 10-K for the parent company cash flow statement.
Subsidiaries
Our insurance subsidiaries are subject to certain insurance department regulatory restrictions as to the transfer of funds and payment of dividends to the holding company. Under Indiana laws and regulations, our Indiana insurance subsidiaries, including our primary insurance subsidiary, LNL, may pay dividends to LNC without prior approval of the Indiana Insurance Commissioner (the Commissioner), or must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding twelve consecutive months exceed the statutory limitation. The current statutory limitation is the greater of (i) 10% of the insurers contract holders surplus, as shown on its last annual statement on file with the Commissioner or (ii) the insurers statutory net gain from operations for the previous twelve months. Indiana law gives the Commissioner broad discretion to disapprove requests for dividends in excess of these limits.
Based upon anticipated ongoing positive statutory earnings and favorable credit markets, we expect our domestic insurance subsidiaries could pay dividends of approximately $957 million in 2008 without prior approval from the respective state commissioners. The actual amount of surplus that our insurance subsidiaries could pay as dividends is constrained by the amount of surplus we hold to maintain our ratings, to provide an additional layer of margin for risk protection and for future investment in our businesses.
Our insurance subsidiaries have statutory surplus and risk based capital levels well above current regulatory required levels. As mentioned earlier, more than half of our life sales consist of products containing secondary guarantees, which require reserving practices under AXXX. Our insurance subsidiaries are employing strategies to lessen the burden of increased AXXX and Valuation of Life Insurance Policies Model Regulation (XXX) statutory reserves associated with certain UL products and other products with secondary guarantees subject to these statutory reserving requirements. See Financing Activities below for additional details.
116
During 2005, we established a wholly-owned domestic reinsurance subsidiary to reinsure portions of the XXX statutory reserves associated with our term products, which based on the domicile of the subsidiaries and the domiciles statutory reserving requirements, reduced the XXX statutory reserves.
Included in the letters of credit (LOCs) issued as of December 31, 2007, reported in the revolving credit facilities table in Financing Activities, was approximately $1.2 billion of LOCs supporting the reinsurance obligations of our non-U.S. domiciled subsidiary to LNL on UL business with secondary guarantees. Recognizing that LOCs are generally one to five years in duration, it is likely that our insurance companies will apply a mix of LOCs, reinsurance and capital market strategies in addressing long-term AXXX and XXX needs. LOCs and related capital market alternatives lower the RBC impact of the UL business with secondary guarantee products. An inability to obtain the necessary LOC capacity or other capital market alternatives could impact our returns on UL business with secondary guarantee products. We are continuing to pursue capital management strategies related to our AXXX reserves involving reinsurance and securitizations. We completed our issuance of $375 million of 6.30% senior notes in the fourth quarter, which resulted in the release of approximately $300 million of capital previously supporting our UL products with secondary guarantees. See Introduction Recent Developments for additional information. We are targeting another transaction during 2008 that will finance a portion of statutory reserves related to our insurance products with secondary guarantees. See Item 1. Business Regulatory for further information on AXXX reserves. In addition, a portion of our term life insurance business is reinsured with a domestic reinsurance captive as part of our overall strategy of managing the statutory capital of our insurance subsidiaries. There are no outstanding LOCs related to this business.
A new statutory reserving standard (VACARVM) is being developed by the NAIC replacing current statutory reserve practices for variable annuities with guaranteed benefits, such as GMWBs. The timing for adoption of VACARVM is anticipated to occur sometime in 2008, with an effective date of December 31, 2008. Because the NAIC has not determined the final version of VACARVM, we cannot estimate the ultimate impact that VACARVM will have on our liquidity and capital resources. However, in its current draft form, VACARVM has the potential to require statutory reserves well in excess of current levels for certain variable annuity riders sold by us. We plan to utilize existing captive reinsurance structures, as well as pursue additional third-party reinsurance arrangements, to lessen any negative impact on statutory capital and dividend capacity in our life insurance subsidiaries. However, additional statutory reserves could lead to lower risk-based capital ratios and potentially reduce future dividend capacity from our insurance subsidiaries.
Lincoln UKs operations consist primarily of unit-linked life and pension products, which are similar to U.S. produced variable life and annuity products. Lincoln UKs insurance subsidiaries are regulated by the FSA and are subject to capital requirements as defined by the U.K. Capital Resources Requirement. All insurance companies operating in the U.K. also have to complete a risk-based capital (RBC) assessment to demonstrate to the FSA that they hold sufficient capital to cover their risks. RBC requirements in the U.K. are different than the NAIC requirements. In addition, the FSA has imposed certain minimum capital requirements for the combined U.K. subsidiaries. Lincoln UK maintains approximately 1.5 to 2 times the required capital as prescribed by the regulatory margin. As is the case with regulated insurance companies in the U.S., changes to regulatory capital requirements can impact the dividend capacity of the U.K. insurance subsidiaries and cash flow to the holding company.
Financing Activities
Although our subsidiaries generate adequate cash flow to meet the needs of our normal operations, periodically we may issue debt or equity securities to fund internal growth, acquisitions and the retirement of our debt and equity securities.
We currently have an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units and trust preferred securities of our affiliated trusts.
117
Details underlying debt and financing activity (in millions) were as follows:
For the Year Ended December 31, 2007 | ||||||||||||||||||||
Beginning
Balance |
Issuance |
Maturities
and Repayments |
Change
in Fair Value Hedges |
Other
Changes (1) |
Ending
Balance |
|||||||||||||||
Short-Term Debt |
||||||||||||||||||||
Commercial paper |
$ | | $ | | $ | | $ | | 265 | $ | 265 | |||||||||
Current maturities of long-term debt |
658 | | (658 | ) | | 285 | 285 | |||||||||||||
Total short-term debt |
$ | 658 | $ | | $ | (658 | ) | $ | | $ | 550 | $ | 550 | |||||||
Long-Term Debt |
||||||||||||||||||||
Senior notes |
$ | 2,231 | $ | 922 | $ | | $ | 21 | $ | (282 | ) | $ | 2,892 | |||||||
Junior subordinated debentures issued to affiliated trusts |
155 | | | | | 155 | ||||||||||||||
Capital securities |
1,072 | 499 | | | | 1,571 | ||||||||||||||
Total long-term debt |
$ | 3,458 | $ | 1,421 | $ | | $ | 21 | $ | (282 | ) | $ | 4,618 | |||||||
(1) |
Other changes include the net increase (decrease) in commercial paper, non-cash reclassification of long-term debt to current maturities of long-term debt, accretion of discounts and (amortization) of premiums. |
Details underlying our credit facilities with a group of domestic and foreign banks (in millions) were as follows:
As of December 31, 2007 | ||||||||
Expiration
Date |
Maximum
Available |
Loans
Outstanding |
||||||
Revolving Credit Facilities |
||||||||
Five-year revolving credit facility |
Mar-11 | $ | 1,750 | $ | | |||
Five-year revolving credit facility |
Feb-11 | 1,350 | | |||||
U.K. revolving credit facility |
Nov-08 | 20 | | |||||
Total |
$ | 3,120 | $ | | ||||
Letters of credit issued |
$ | 1,794 | ||||||
The LOCs support inter-company reinsurance transactions and specific treaties associated with our former Reinsurance segment. LOCs are primarily used to satisfy the U.S. regulatory requirements of domestic clients of the former Reinsurance segment who have contracted with the reinsurance subsidiaries not domiciled in the United States and, as discussed above, for the reserve credit provided by our affiliated offshore reinsurance company to our domestic insurance companies for ceded business.
Under the credit agreements, we must maintain a minimum consolidated net worth level. In addition, the agreements contain covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not the surviving entity and dispose of all or substantially all of our assets. As of December 31, 2007, we were in compliance with all such covenants. All of our credit agreements are unsecured.
If current debt ratings and claims paying ratings were downgraded in the future, certain covenants of various contractual obligations may be triggered which could negatively impact overall liquidity. In addition, contractual selling agreements with intermediaries could be negatively impacted which could have an adverse impact on overall sales of annuities, life insurance and investment products. As of December 31, 2007, we maintained adequate current financial strength and senior debt ratings and do not anticipate any ratings-based impact to future liquidity. See Item 1. Business Ratings for additional information on our current bond ratings.
Divestitures
For a discussion of our divestitures, see Introduction Acquisition and Dispositions.
118
Alternative Sources of Liquidity
In order to maximize the use of available cash, the holding company maintains an inter-company cash management account where subsidiaries can borrow from the holding company to meet their short-term needs and can invest their short-term funds with the holding company. The holding company finances this program from its primary sources of cash flow discussed above. Depending on the overall cash availability or need, the holding company invests excess cash in short-term investments or borrows funds in the financial markets.
The holding company had outstanding $401 million from the cash management account on average during 2007 to fund loans to its subsidiaries and for general corporate purposes. The holding company had a maximum and minimum amount of financing that is used from the cash management account during 2007 of $728 million and $1 million, respectively.
Our insurance subsidiaries, by virtue of their general account fixed income investment holdings, can access liquidity through securities lending programs and repurchase agreements. As of December 31, 2007, our insurance subsidiaries had securities with a carrying value of $655 million out on loan under the securities lending program and $480 million carrying value subject to reverse-repurchase agreements.
LNC has a $1.0 billion commercial paper program that is rated A-1, P-2, F-1. The commercial paper program is backed by a bank line of credit. In 2007, LNC had an average of $191 million in commercial paper outstanding with a maximum amount of $442 million outstanding at any time. LNC had $265 million of commercial paper outstanding as of December 31, 2007.
Uses of Capital
Our principal uses of cash are to pay policy claims and benefits, operating expenses, commissions and taxes, to purchase new investments, to purchase reinsurance, to fund policy surrenders and withdrawals, to pay dividends to our stockholders and to repurchase our stock and debt securities.
Return of Capital to Stockholders
One of the holding companys primary goals is to provide a return to our stockholders. Through dividends and stock repurchases, we have an established record of providing significant cash returns to our stockholders. We have increased our dividend in each of the last 25 years. In determining our dividend payout, we balance the desire to increase the dividend against capital needs, rating agency considerations and requirements for financial flexibility. Details underlying this activity (in millions, except per share data) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Dividends to stockholders |
$ | 430 | $ | 429 | $ | 257 | 0 | % | 67 | % | |||||
Repurchase of common stock |
986 | 1,003 | 104 | -2 | % | NM | |||||||||
Total cash returned to stockholders |
$ | 1,416 | $ | 1,432 | $ | 361 | -1 | % | 297 | % | |||||
Number of shares repurchased |
15.381 | 16.887 | 2.331 | -12 | % | NM | |||||||||
Average price per share (1) |
$ | 64.13 | $ | 59.40 | $ | 44.44 | 8 | % | 34 | % |
(1) |
On July 10, 2007, we received our final delivery of approximately 180,000 shares under our previously disclosed accelerated stock buyback program, bringing the total aggregate shares retired under the plan to approximately 5.0 million shares. We did not deliver additional consideration for the approximately 180,000 shares received; therefore this lowered our average price per share. |
On February 22, 2007, our Board of Directors approved an additional $2 billion in security repurchase authority. LNC also repurchased $986 million of its common stock in 2007, $636 million through open market repurchases and $350 million through an accelerated share repurchase transaction. Under the accelerated share repurchase program, LNC received approximately 5 million shares of its common stock in exchange for $350 million.
On September 7, 2007, we entered into a variable forward contract with Wachovia Bank, National Association with respect to approximately four million shares of our Bank of America common stock and received approximately $145 million in proceeds. We are retaining the ordinary dividends in connection with the four million shares, which currently amount to $10 million annually. All of the proceeds of this transaction were used to repurchase shares of our common stock during 2007.
119
On November 6, 2007, the Board of Directors approved an increase in the quarterly dividend to stockholders from
Other Uses of Capital
In addition to the amounts in the table above in Return of Capital to Stockholders, uses of holding company cash flow (in millions) were as follows:
For the Years Ended December 31, | Change Over Prior Year | ||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | |||||||||||
Debt service (interest paid) |
$ | 268 | $ | 195 | $ | 90 | 37 | % | 117 | % | |||||
Capital contribution to subsidiaries |
325 | 68 | 14 | NM | NM | ||||||||||
Total |
$ | 593 | $ | 263 | $ | 104 | 125 | % | 153 | % | |||||
The above table focuses on significant and recurring cash flow items and excludes the effects of certain financing
activities, namely the periodic retirement of debt and cash flows related to our inter-company cash management account. Taxes have been eliminated from the analysis due to a tax sharing agreement among our primary subsidiaries resulting in a modest
Contractual Obligations
Details underlying our future estimated cash payments for our contractual obligations (in millions) as of December 31, 2007 were as follows:
Less
Than 1 Year |
1 - 3
Years |
3 - 5
Years |
More
Than 5 Years |
Total | |||||||||||
Future contract benefits and other contract holder obligations (1) |
$ | 14,143 | $ | 38,171 | $ | 28,584 | $ | 55,665 | $ | 136,563 | |||||
Short-term debt |
550 | | | | 550 | ||||||||||
Long-term debt (2) |
| 750 | 565 | 3,305 | 4,620 | ||||||||||
Reverse repurchase agreements |
485 | | | | 485 | ||||||||||
Operating leases |
60 | 80 | 53 | 94 | 287 | ||||||||||
Stadium naming rights (3) |
6 | 13 | 13 | 75 | 107 | ||||||||||
Media obligations (4) |
11 | 14 | 11 | 1 | 37 | ||||||||||
Outsourcing arrangements (5) |
44 | 83 | 54 | 96 | 277 | ||||||||||
Retirement and other plans (6) |
99 | 197 | 206 | 550 | 1,052 | ||||||||||
Totals |
$ | 15,398 | $ | 39,308 | $ | 29,486 | $ | 59,786 | $ | 143,978 | |||||
(1) |
Future contract benefits and other contract holder obligations include various investment-type products with contractually scheduled maturities including single premium immediate annuities, group pension annuities, guaranteed interest contracts, structured settlements, pension closeouts and certain annuity contracts. Future contract benefits and other contract holder obligations also include benefit and claim liabilities, of which a significant portion represents policies and contracts that do not have stated contractual maturity dates and may not result in any future payment obligation. For these policies and contracts (i) we are not currently making payments and will not make payments in the future until the occurrence of an insurable event, such as death or disability; or (ii) the occurrence of a payment triggering event, such as a surrender of a policy or contract, which is outside of our control. We have made significant assumptions to determine the estimated undiscounted cash flows of these policies and contracts, which include mortality, morbidity, future lapse rates and interest crediting rates. Due to the significance of the assumptions used, the amounts presented could materially differ from actual results. Amounts for the Lincoln UK business have been translated using a U.S dollar to British pound sterling exchange rate of 1.987. |
(2) |
This includes the maturities of the principal amounts of long-term debt and excludes fair value marks and unamortized premiums or discounts. |
(3) |
The amount includes a maximum annual increase related to the Consumer Price Index. |
(4) |
Media obligations primarily consist of employment contracts and rating service contracts. |
(5) |
Outsourcing arrangements include the Lincoln UK administration agreement, information technology and certain other outsourcing arrangements. |
120
(6) |
Includes anticipated funding for benefit payments for our retirement and post-retirement plans through 2017 and known payments under deferred compensation arrangements. |
In addition to the contractual commitments outlined in the table above, we periodically fund the employees defined benefit plans. We contributed $10 million, $5 million and $18 million in 2007, 2006 and 2005, respectively to U.S. pension plans, $1 million, $1 million and $77 million in 2007, 2006 and 2005, respectively, to our U.K. pension plan and $14 million, $14 million and $10 million to our U.S. postretirement plan. We do not expect to contribute to our qualified U.S. defined benefit pension plan in 2008 due to changes in our benefit plans. We expect to fund approximately $7 million to our unfunded non-qualified U.S. defined benefit plan and $9 million to our U.S. post-retirement benefit plans during 2008. These amounts include anticipated benefit payments for non-qualified plans. The majority of contributions/benefit payments are made at the insurance company subsidiary level with little holding company cash flow impact. See Note 16 for additional information.
Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2007, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority. Therefore, $329 million of unrecognized tax benefits and its associated interest have been excluded from the contractual obligations table above. See Note 6 for additional information.
Contingencies and Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity or capital resources. Details underlying our contingent commitments and off-balance sheet arrangements (in millions) as of December 31, 2007 were as follows:
Amount of Commitment Expiring per Period |
Total
Amount Committed |
||||||||||||||
Less
Than 1 Year |
1 - 3
Years |
3 - 5
Years |
After
5 Years |
||||||||||||
Bank lines of credit |
$ | 20 | $ | | $ | 3,100 | $ | | $ | 3,120 | |||||
Guarantees (1) |
| 2 | | | 2 | ||||||||||
Investment commitments |
364 | 120 | 293 | 123 | 900 | ||||||||||
Standby commitments to purchase real estate upon completion and leasing |
97 | 184 | | | 281 | ||||||||||
Media commitments (2) |
11 | 14 | 11 | 1 | 37 | ||||||||||
Operating lease guarantees (3) |
15 | 15 | | | 30 | ||||||||||
Total |
$ | 507 | $ | 335 | $ | 3,404 | $ | 124 | $ | 4,370 | |||||
(1) |
Certain of our subsidiaries have sold commercial mortgage loans through grantor trusts, which issued pass-through certificates. These subsidiaries have agreed to repurchase any mortgage loans which remain delinquent for 90 days at a repurchase price substantially equal to the outstanding principal balance plus accrued interest thereon to the date of repurchase. In case of default by the borrowers, we have recourse to the underlying real estate. It is managements opinion that the value of the properties underlying these commitments is sufficient that in the event of default, the impact would not be material to us. These guarantees expire in 2009. |
(2) |
Media commitments primarily consist of employment contracts and rating service contracts. |
(3) |
We guarantee the repayment of operating leases on facilities, which we have subleased to third parties, which obligate us to pay in the event the third parties fail to perform their payment obligations under the subleasing agreements. We have recourse to the third parties enabling us to recover any amounts paid under our guarantees. The annual rental payments subject to these guarantees are $15 million and expire in 2009. |
Significant Trends in Sources and Uses of Cash Flow
As stated above, LNCs cash flow, as a holding company, is largely dependent upon the dividend capacity and surplus note interest payments of its insurance company subsidiaries. The insurance company subsidiaries dividend capacity is impacted by factors influencing their risk-based capital and statutory earnings performance. Currently, we expect to have sufficient liquidity and capital resources to meet our obligations in 2008. For factors that could affect our expectations for liquidity and capital, see Item 1A. Risk Factors.
121
Other Factors Affecting Our Business
In general, our businesses are subject to a changing social, economic, legal, legislative and regulatory environment. Some of the changes include initiatives to require more reserves to be carried by our insurance subsidiaries, to make permanent recent reductions in individual tax rates, to permanently repeal the estate tax and to increase regulation of our annuity and investment management businesses. Although the eventual effect on us of the changing environment in which we operate remains uncertain, these factors and others could have a material effect on our results of operations, liquidity and capital resources. For factors that could cause actual results to differ materially from those set forth in this section, see Item 1A. Risk Factors and Forward-Looking Statements Cautionary Language above.
Recent Accounting Pronouncements
See Note 2 for a discussion of recent accounting pronouncements that have been implemented during the periods presented or that have been issued and are to be implemented in the future.
See Introduction Acquisition and Dispositions above for discussion regarding the merger with Jefferson-Pilot and any subsequent divestitures.
See Note 15 for the detail of our restructuring activities.
Item 7A . | Quantitative and Qualitative Disclosures About Market Risk |
We analyze and manage the risks arising from market exposures of financial instruments, as well as other risks, in an integrated asset-liability management process that takes diversification into account. By aggregating the potential effect of market and other risks on the entire enterprise, we estimate, review and in some cases manage the risk to our earnings and shareholder value. We have exposures to several market risks including interest rate risk, foreign currency exchange risk, equity market risk, default risk and credit risk.
The exposures of financial instruments to market risks, and the related risk management processes, are most important in the Employer Markets and Individual Markets businesses, where most of the invested assets support accumulation and investment-oriented insurance products. As an important element of our integrated asset-liability management process, we use derivatives to minimize the effects of changes in interest levels and the shape of the yield curve. In this context, derivatives are designated as a hedge and serve to reduce interest rate risk by mitigating the effect of significant increases in interest rates on our earnings. Additional market exposures exist in our other general account insurance products and in our debt structure and derivatives positions. The primary sources of market risk are: 1) substantial, relatively rapid and sustained increases or decreases in interest rates; 2) fluctuations in currency exchange rates; or 3) a sharp drop in equity market values. These market risks are discussed in detail in the following pages.
Interest Rate Risk
With respect to accumulation and investment-oriented products, we seek to earn a stable and profitable spread, or margin, between investment income and interest credited to account values. If we have adverse experience on investments that cannot be passed on to customers, our spreads are reduced. Provided interest rates continue to gradually return to levels that are more typical from a long-term perspective, we do not view the near term risk to spreads over the next twelve months to be material. The combination of a probable range of interest rate changes over the next twelve months, asset-liability management strategies, flexibility in adjusting policy crediting rate levels and protection afforded by policy surrender charges and other switching costs all work together to mitigate this risk. The interest rate scenarios of concern are those in which there is a substantial, relatively rapid increase or decrease in interest rates that is then sustained over a long period.
Interest Rate Risk Falling Rates
The spreads on our fixed annuity and interest-sensitive whole life, UL and fixed portion of VUL insurance policies are at risk if interest rates decline and remain low for a period of time, which has generally been the case in recent years. Should interest rates remain at current levels that are significantly lower than those existing prior to the declines of recent years, the average earned rate of return on our annuity and UL investment portfolios will continue to decline. Declining portfolio yields may cause the spreads between investment portfolio yields and the interest rate credited to contract holders to deteriorate as our ability to manage spreads
122
can become limited by minimum guaranteed rates on annuity and UL policies. Minimum guaranteed rates on annuity and UL policies generally range from 1.5% to 5.0%, with an average guaranteed rate of approximately 4%. The following table provides detail on the percentage differences between the current interest rates being credited to contract holders and the respective minimum guaranteed policy rate, broken out by contract holder account values reported within Employer Markets and Individual Markets businesses (in millions):
As of December 31, 2007 | |||||||||||||||
Account Values | |||||||||||||||
Employer Markets - |
Individual Markets | Total |
Percent of Total |
||||||||||||
Defined
Contribution |
Annuities |
Life
Insurance |
Account Values |
||||||||||||
Excess of Crediting Rates over Contract Minimums |
|||||||||||||||
CD and on-benefit type annuities |
$ | 1,309 | $ | 10,542 | $ | | $ | 11,851 | 23.16 | % | |||||
Discretionary rate setting products (1) |
|||||||||||||||
No difference |
2,735 | 3,192 | 12,003 | 17,930 | 35.05 | % | |||||||||
up to .1% |
496 | 1,905 | 45 | 2,446 | 4.78 | % | |||||||||
0.11% to .20% |
4,610 | 829 | 4,478 | 9,917 | 19.38 | % | |||||||||
0.21% to .30% |
4 | 176 | 2,412 | 2,592 | 5.06 | % | |||||||||
0.31% to .40% |
1 | 164 | 200 | 365 | 0.71 | % | |||||||||
0.41% to .50% |
94 | 44 | 806 | 944 | 1.84 | % | |||||||||
0.51% to .60% |
178 | 40 | 104 | 322 | 0.63 | % | |||||||||
0.61% to .70% |
893 | 302 | 1,046 | 2,241 | 4.38 | % | |||||||||
0.71% to .80% |
87 | 11 | 47 | 145 | 0.28 | % | |||||||||
0.81% to .90% |
| 2 | 3 | 5 | 0.01 | % | |||||||||
0.91% to 1.0% |
200 | 8 | 156 | 364 | 0.71 | % | |||||||||
1.01% to 1.50% |
29 | 53 | 603 | 685 | 1.34 | % | |||||||||
1.51% to 2.00% |
69 | 383 | 250 | 702 | 1.37 | % | |||||||||
2.01% to 2.50% |
| 468 | 11 | 479 | 0.94 | % | |||||||||
2.51% to 3.00% |
9 | | 2 | 11 | 0.02 | % | |||||||||
3.01% and above |
175 | 1 | | 176 | 0.34 | % | |||||||||
Total discretionary rate setting products |
9,580 | 7,578 | 22,166 | 39,324 | 76.84 | % | |||||||||
Total account values |
$ | 10,889 | $ | 18,120 | $ | 22,166 | $ | 51,175 | 100.00 | % | |||||
(1) |
Contracts currently within new money rate bands are grouped according to the corresponding portfolio rate band in which they will fall upon their first anniversary. |
See Item 7. MD&A Results of Consolidated Operations for the effects of interest rate environments on interest rate margins.
The maturity structure and call provisions of the related portfolios are structured to afford protection against erosion of investment portfolio yields during periods of declining interest rates. We devote extensive effort to evaluating the risks associated with falling interest rates by simulating asset and liability cash flows for a wide range of interest rate scenarios. We seek to manage these exposures by maintaining a suitable maturity structure and by limiting our exposure to call risk in each respective investment portfolio.
Interest Rate Risk Rising Rates
For both annuities and UL, a rapid and sustained rise in interest rates poses risks of deteriorating spreads and high surrenders. The portfolios supporting these products have fixed-rate assets laddered over maturities generally ranging from one to ten years or more. Accordingly, the earned rate on each portfolio lags behind changes in market yields. As rates rise, the lag may be increased by slowing MBS prepayments. The greater and faster the rise in interest rates, the more the earned rate will tend to lag behind market rates. If we set renewal crediting rates to earn the desired spread, the gap between our renewal crediting rates and competitors new money rates may be wide enough to cause increased surrenders that could cause us to liquidate a portion of our portfolio to fund these surrenders. If we credit more competitive renewal rates to limit surrenders, our spreads will narrow. We devote extensive effort to evaluating these risks by simulating asset and liability cash flows for a wide range of interest rate scenarios. Such analysis has led to adjustments in the target maturity structure and to hedging the risk of rising rates by buying out-of-the-money interest rate cap agreements and swaptions. With these instruments in place, the potential adverse impact of a rapid and sustained rise in rates is kept within our risk tolerances.
123
Debt
We manage the timing of maturities and the mixture of fixed-rate and floating-rate debt as part of the process of integrated management of interest rate risk for the entire enterprise.
Derivatives
We have entered into derivative transactions to reduce our exposure to rapid changes in interest rates. The derivative programs are used to help us achieve more stable margins while providing competitive crediting rates to policyholders during periods when interest rates are changing. Such derivatives include interest rate swaps, interest rate futures, interest rate caps and treasury locks.
We use interest rate swap agreements to hedge our exposure to floating rate bond coupon payments, replicating a fixed rate bond. An interest rate swap is a contractual agreement to exchange payments at one or more times based on the actual or expected level of one or more underlying interest rates. We are required to pay the counterparty the stream of variable interest payments based on the coupon payments from the hedged bonds, and in turn, receive a fixed payment from the counterparty, at a predetermined interest rate. In addition, we use interest rate swap agreements to hedge our exposure to interest rate fluctuations related to the forecasted purchase of assets to support newly acquired blocks of business or certain other portfolios of assets. Finally, we use interest rate swap agreements to hedge the risk of paying a higher fixed rate interest on junior subordinated debentures issued to affiliated trusts holding solely junior subordinated debentures and on senior debt than can be paid on long-term debt based on current interest rates in the marketplace.
We use interest rate futures to hedge our liability exposure on certain options related to GMWB features in variable annuity products. These futures contracts require payment between us and our counterparty on a daily basis for changes in the futures index price.
We use interest rate cap agreements to hedge against the negative impact of a significant and sustained rise in interest rates. Interest rate caps are contracts that require counterparties to pay us at specified future dates the amount, if any, by which a specified market interest rate exceeds the cap rate stated in the agreements, applied to a notional amount. The cap rates in some contracts reset annually.
We use treasury lock agreements to hedge our exposure to variability in future semi-annual interest payments, attributable to changes in the benchmark interest rate, related to the issuance of our senior debt in 2002 and 2004 and to the issuance of debt in 2006 to finance the merger with Jefferson-Pilot. A treasury lock is an agreement that allows the holder to lock in a benchmark interest rate, so that if the benchmark interest rate increases, the holder is entitled to receive a payment from the counterparty equal to the present value of the difference in the benchmark interest rate at the determination date and the locked-in benchmark interest rate. If the benchmark interest rate decreases, the holder must pay the counterparty an amount equal to the present value of the difference the benchmark interest rate at the determination date and the lock-in benchmark interest rate.
In addition to continuing existing programs, we may use derivative instruments in other strategies to limit risk and enhance returns, particularly in the management of investment spread businesses. We have established policies, guidelines and internal control procedures for the use of derivatives as tools to enhance management of the overall portfolio of risks assumed in our operations. Annually, our Board of Directors reviews our derivatives policy.
124
Table of Significant Exposures
The following table provides a general measure of our significant interest rate risk; amounts are shown by year of maturity and include amortization of premiums and discounts; interest rate cap notional amounts are shown by amount outstanding (in millions):
As of December 31, 2007 | |||||||||||||||||||||||||||||||
2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total |
Estimated
Fair Value |
||||||||||||||||||||||||
Rate Sensitive Assets |
|||||||||||||||||||||||||||||||
Fixed interest rate securities |
$ | 2,431 | $ | 2,016 | $ | 2,546 | $ | 3,676 | $ | 3,812 | $ | 38,934 | $ | 53,415 | $ | 53,113 | |||||||||||||||
Average interest rate |
6.0 | % | 6.1 | % | 6.1 | % | 6.2 | % | 6.0 | % | 6.2 | % | 6.1 | % | |||||||||||||||||
Variable interest rate securities |
$ | 6 | $ | 70 | $ | 205 | $ | 180 | $ | 98 | $ | 6,538 | $ | 7,097 | $ | 5,891 | |||||||||||||||
Average interest rate |
6.2 | % | 7.4 | % | 6.4 | % | 4.9 | % | 8.5 | % | 6.2 | % | 6.2 | % | |||||||||||||||||
Mortgage loans |
$ | 123 | $ | 324 | $ | 282 | $ | 392 | $ | 518 | $ | 5,731 | $ | 7,370 | $ | 7,602 | |||||||||||||||
Average interest rate |
6.5 | % | 7.4 | % | 7.1 | % | 7.6 | % | 6.8 | % | 6.3 | % | 6.5 | % | |||||||||||||||||
Rate Sensitive Liabilities |
|||||||||||||||||||||||||||||||
Investment type insurance contracts (1) |
$ | 1,197 | $ | 992 | $ | 1,274 | $ | 1,881 | $ | 1,839 | $ | 15,739 | $ | 22,922 | $ | 22,667 | |||||||||||||||
Average interest rate |
5.8 | % | 6.1 | % | 6.0 | % | 6.3 | % | 6.1 | % | 6.1 | % | 6.1 | % | |||||||||||||||||
Debt (2) |
$ | 550 | $ | 500 | $ | 250 | $ | 265 | $ | 300 | $ | 3,305 | $ | 5,170 | $ | 5,266 | |||||||||||||||
Average interest rate |
5.4 | % | 5.8 | % | 5.2 | % | 6.1 | % | 5.7 | % | 6.3 | % | 6.0 | % | |||||||||||||||||
Rate Sensitive Derivative Financial Instruments |
|||||||||||||||||||||||||||||||
Interest rate and foreign currency swaps: |
|||||||||||||||||||||||||||||||
Pay variable/receive fixed |
$ | 464 | $ | 168 | $ | 578 | $ | 45 | $ | 592 | $ | 4,988 | $ | 6,835 | $ | 41 | |||||||||||||||
Average pay rate |
4.6 | % | 5.3 | % | 4.9 | % | 5.3 | % | 5.0 | % | 5.3 | % | 5.2 | % | |||||||||||||||||
Average receive rate |
5.2 | % | 6.3 | % | 4.9 | % | 4.8 | % | 5.0 | % | 5.4 | % | 5.3 | % | |||||||||||||||||
Interest rate caps: |
|||||||||||||||||||||||||||||||
Outstanding notional |
$ | 2,250 | $ | 1,050 | $ | 150 | $ | | $ | | $ | | $ | | $ | 2 | |||||||||||||||
Average strike rate (3) |
7.1 | % | 7.0 | % | 7.0 | % | | | | | |||||||||||||||||||||
Forward CMT curve (4) |
4.3 | % | 4.7 | % | 4.9 | % | | | | | |||||||||||||||||||||
Interest rate futures: |
|||||||||||||||||||||||||||||||
March 08 2-year Treasury Notes outstanding notional |
$ | 101 | $ | | $ | | $ | | $ | | $ | | $ | 101 | $ | | |||||||||||||||
March 08 5-year Treasury Notes outstanding notional |
27 | | | | | | 27 | | |||||||||||||||||||||||
March 08 10-year Treasury Notes outstanding notional |
64 | | | | | | 64 | | |||||||||||||||||||||||
March 08 Treasury Bonds outstanding notional |
67 | | | | | | 67 | |
(1) |
The information shown is for the fixed maturity securities and mortgage loans that support these insurance contracts. |
(2) |
Includes junior subordinated debentures issued to affiliated trusts. |
(3) |
The indexes are a mixture of five-year constant maturity treasury (CMT) and constant maturity swap. |
(4) |
The CMT curve is the five-year constant maturity treasury forward curve. |
125
The table below shows the principal amounts and estimated fair values of assets, liabilities and derivatives (in millions) having significant interest rate risks:
As of December 31, 2006 | ||||||
Principal
Amount |
Estimated
Fair Value |
|||||
Fixed interest rate securities |
$ | 53,512 | $ | 53,530 | ||
Variable interest rate securities |
6,215 | 5,358 | ||||
Mortgage loans |
7,313 | 7,570 | ||||
Investment type insurance contracts (1) |
29,107 | 28,939 | ||||
Debt (2) |
4,106 | 4,219 | ||||
Interest rate and foreign currency swaps |
1,374 | 1 | ||||
Interest rate caps |
| 3 |
(1) |
The information shown is for the fixed maturity securities and mortgage loans that support these insurance contracts. |
(2) |
Includes junior subordinated debentures issued to affiliated trusts. |
Foreign Currency Exchange Risk
Foreign Currency Denominated Investments
We invest in foreign currency securities for incremental return and risk diversification relative to United States Dollar-Denominated (USD) securities. We use foreign currency swaps and foreign currency forwards to hedge some of the foreign exchange risk related to our investment in securities denominated in foreign currencies. The currency risk is hedged using foreign currency derivatives of the same currency as the bonds.
We use foreign currency swaps to convert the cash flow of foreign currency securities to U.S. dollars. A foreign currency swap is a contractual agreement to exchange the currencies of two different countries at a specified rate of exchange in the future.
We use foreign currency forward contracts to hedge dividends received from our U.K. based subsidiary, Lincoln UK. The foreign currency forward contracts obligate us to deliver a specified amount of currency at a future date and a specified exchange rate.
The table below presents the principal or notional amount in U.S. dollar equivalents by expected maturity for our foreign currency denominated investments and foreign currency swaps (in millions):
For the Year Ended December 31, 2007 | ||||||||||||||||||||||||||||||||
2008 | 2009 | 2010 | 2011 | 2012 | Thereafter | Total |
Estimated
Fair Value |
|||||||||||||||||||||||||
Currencies |
||||||||||||||||||||||||||||||||
British Pound |
$ | 140 | $ | 80 | $ | 69 | $ | 59 | $ | 34 | $ | 770 | $ | 1,152 | $ | 1,220 | ||||||||||||||||
Interest Rate |
6.76 | % | 6.09 | % | 5.48 | % | 6.50 | % | 6.18 | % | 6.36 | % | 6.34 | % | ||||||||||||||||||
Canadian Dollar |
$ | 10 | $ | | $ | | $ | | $ | | $ | 43 | $ | 53 | $ | 54 | ||||||||||||||||
Interest Rate |
4.90 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 5.98 | % | 5.78 | % | ||||||||||||||||||
New Zealand |
||||||||||||||||||||||||||||||||
Dollar |
$ | | $ | | $ | | $ | | $ | | $ | 33 | $ | 33 | $ | 31 | ||||||||||||||||
Interest Rate |
0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 9.47 | % | 9.47 | % | ||||||||||||||||||
Euro |
$ | | $ | | $ | | $ | | $ | | $ | 205 | $ | 205 | $ | 198 | ||||||||||||||||
Interest Rate |
0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 4.88 | % | 4.88 | % | ||||||||||||||||||
Australian Dollar |
$ | | $ | | $ | | $ | | $ | | $ | 43 | $ | 43 | $ | 29 | ||||||||||||||||
Interest Rate |
0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 7.40 | % | 7.40 | % | ||||||||||||||||||
Total Currencies |
$ | 150 | $ | 80 | $ | 69 | $ | 59 | $ | 34 | $ | 1,094 | $ | 1,486 | $ | 1,532 | ||||||||||||||||
Derivatives |
||||||||||||||||||||||||||||||||
Foreign currency swaps |
| | | | | 366 | 366 | (17 | ) |
126
The table below presents the principal or notional amount in U.S. dollar equivalents of our foreign currency denominated investments and foreign currency swaps (in millions):
As of December 31, 2006 | |||||||
Principal/
Notional Amount |
Estimated
Fair Value |
||||||
Currencies |
|||||||
British Pound |
$ | 955 | $ | 1,049 | |||
Canadian Dollar |
62 | 63 | |||||
New Zealand Dollar |
30 | 30 | |||||
Euro |
22 | 21 | |||||
Total currencies |
$ | 1,069 | $ | 1,163 | |||
Derivatives |
|||||||
Foreign currency swaps |
$ | 86 | $ | (7 | ) |
Equity Market Risk
Our revenues, assets, liabilities and derivatives are exposed to equity market risk. Due to the use of our RTM process and our hedging strategies, we expect that in general, short-term fluctuations in the equity markets should not have a significant impact on our quarterly earnings from unlocking of assumptions for DAC, VOBA, DSI and DFEL. However, there is an impact to earnings from the effects of equity market movements on account values and assets under management and the related fees we earn on those assets.
Fee Revenues
The fee revenues of our Investment Management segment and fees earned from variable annuities and variable life insurance products are exposed to the risk of a decline in equity market values. These fees are generally a fixed percentage of the market value of assets under management. In a severe equity market decline, fee income could be reduced by not only reduced market valuations but also by customer withdrawals and redemptions. Such withdrawals and redemptions from equity funds and accounts might be partially offset by transfers to our fixed-income accounts and the transfer of funds to us from our competitors customers.
Assets
While we invest in equity assets with the expectation of achieving higher returns than would be available in our core fixed-income investments, the returns on, and values of, these equity investments are subject to somewhat greater market risk than our fixed-income investments. These investments, however, add diversification benefits to our fixed-income investments. The following table shows the sensitivity of price changes to our equity assets owned (in millions):
As of December 31, 2007 | As of December 31, 2006 | |||||||||||||||||
Carrying
Value |
Estimated
Fair Value |
10% Fair
Value Increase |
10% Fair
Value Decrease |
Carrying
Value |
Estimated
Fair Value |
|||||||||||||
Domestic equities |
$ | 393 | $ | 393 | $ | 432 | $ | 354 | $ | 569 | $ | 568 | ||||||
Foreign equities |
131 | 131 | 144 | 118 | 131 | 132 | ||||||||||||
Subtotal |
524 | 524 | 576 | 472 | 700 | 700 | ||||||||||||
Real estate |
258 | 285 | 314 | 257 | 421 | 452 | ||||||||||||
Other equity interests |
960 | 969 | 1,066 | 872 | 754 | 754 | ||||||||||||
Total |
$ | 1,742 | $ | 1,778 | $ | 1,956 | $ | 1,601 | $ | 1,875 | $ | 1,906 | ||||||
127
As of December 31, 2007 | As of December 31, 2006 | |||||||||||||||||||
Notional
Value |
Estimated
Fair Value |
10% Fair
Value Increase |
10% Fair
Value Decrease |
Notional
Value |
Estimated
Fair Value |
|||||||||||||||
Equity Derivatives (1) |
||||||||||||||||||||
Equity futures |
$ | 296 | $ | | $ | (26 | ) | $ | 26 | $ | 204 | $ | | |||||||
Total return swaps |
126 | | 16 | (16 | ) | 110 | | |||||||||||||
Put options |
4,025 | 529 | 452 | 624 | 2,200 | 171 | ||||||||||||||
SPX options |
2,858 | 150 | 190 | 109 | | | ||||||||||||||
Total |
$ | 7,305 | $ | 679 | $ | 632 | $ | 743 | $ | 2,514 | $ | 171 | ||||||||
(1) |
Assumes a +/- 10% change in underlying indexes. Estimated fair value does not reflect daily settlement of futures or monthly settlement of total return swaps. |
Liabilities
We have exposure to changes in our stock price through stock appreciation rights (SARs) issued in 2002 through 2007. The aggregate value for vested and non-vested SARs was $6 million and $4 million as December 31, 2007, respectively. The aggregate value for vested and non-vested SARs was $11 million and $6 million as of December 31, 2006, respectively. This program is being hedged with equity derivatives.
Derivatives Hedging Equity Risks
We have used OTC equity call options on our stock to hedge against the increase in our liabilities arising from SARs granted on our stock in 2000 through 2007. These call options require the counterparty to pay us at specified future expiration dates the amount, if any, of the increase in our stock price over the strike price of the option, applied to the number of contracts. We had less than 1 million call options on an equal number of shares of our stock as of December 31, 2007 and 2006, respectively. The call option expirations are matched to the liabilities and expire in 2008 through 2010.
We used an equity collar to monetize certain shares of our Bank of America (BOA) stock holdings. The equity collar is structured such that we purchased a put option on the BOA stock and simultaneously sold a call option with the identical maturity date as the put option. This effectively protects us from a price decline in the stock while allowing us to participate in some of the upside if the BOA stock appreciates over the time of the transaction. With the equity collar in place, we are able to pledge the BOA stock as collateral which then allows us to advance a substantial portion of the stocks value effectively monetizing the stock for liquidity purposes. The change in fair value of the equity collar is reported on our Consolidated Statements of Income in the period of change along with the offsetting changes (when applicable) in fair value of the stock being hedged. The open position as of December 31, 2007 expires in 2010.
We use variance swaps to hedge the liability exposure on certain options in variable annuity products. Variance swaps are contracts entered into at no cost and whose payoff is the difference between the realized variance of an underlying index and the fixed variance rate determined at inception. Cash settlements are recorded in net income as benefits on our Consolidated Statements of Income. The open positions as of December 31, 2007 expire in 2017.
We use total return swaps to hedge a portion of the liability related to our deferred compensation plans. We receive the total return on a portfolio of indexes and pay a floating rate of interest. As of December 31, 2007 and 2006, we had total return swaps with notional amounts of $126 million and $110 million, respectively. These total return swaps expire in 2009.
We use put options to hedge a portion of the liability related to our variable annuity products with a GMWB feature. Put options are contracts that require counterparties to pay us at a specified future date the amount, if any, by which a specified equity index is less than the strike rate stated in the agreement, applied to a notional amount. As of December 31, 2007 and 2006, we had put options with notional amounts of $4.0 billion and $2.2 billion, respectively, which expire in 2010 through 2020.
We use equity futures to hedge a portion of the liability related to our variable annuity products with GMWB and GMDB features. These futures contracts require payment between us and our counterparty on a daily basis for changes in the futures index price. As of December 31, 2007 and 2006, we had equity futures with notional amounts of $296 million and $204 million, respectively, which expire in 2008.
We use call options on the S&P500 Index ® (SPX Index) to hedge the impact of the equity-index interest credited to our indexed annuity products. These contracts permit the holder to elect an interest rate return or an equity market component, where interest
128
credited to the contracts is linked to the performance of the SPX Index. As of December 31, 2007 and 2006, we had call options on the SPX Index with notional amounts of $2.9 billion and $2.4 billion, respectively, which expire in 2008 through 2009.
Default Risk
Our portfolio of invested assets was $71.9 billion and $71.5 billion as of December 31, 2007 and 2006, respectively. Of this total, $46.1 billion and $47.8 billion consist of corporate bonds and $7.4 billion and $7.4 billion consist of commercial mortgages as of December 31, 2007 and 2006, respectively. We manage the risk of adverse default experience on these investments by applying disciplined credit evaluation and underwriting standards, prudently limiting allocations to lower-quality, higher-yielding investments, and diversifying exposures by issuer, industry, region and property type. For each counterparty or borrowing entity and its affiliates, our exposures from all transactions are aggregated and managed in relation to formal limits set by rating quality and industry group. We remain exposed to occasional adverse cyclical economic downturns during which default rates may be significantly higher than the long-term historical average used in pricing.
We are depending on the ability of derivative product dealers and their guarantors to honor their obligations to pay the contract amounts under various derivatives agreements. In order to minimize the risk of default losses, we diversify our exposures among several dealers and limit the amount of exposure to each in accordance with the credit rating of each dealer or its guarantor. We generally limit our selection of counterparties that are obligated under these derivative contracts to those with an A credit rating or above.
Credit-Related Derivatives
We use various credit-related derivatives to minimize exposure to various credit-related risks. We use credit default swaps to hedge against a drop in bond prices due to credit concerns of certain bond issuers. A credit swap allows us to put the bond back to the counterparty at par upon a default event by the bond issuer. A default event is defined as bankruptcy, failure to pay or obligation acceleration. As of December 31, 2007 and 2006, we had no purchased credit default swaps outstanding.
We also sell credit default swaps to offer credit protection to investors. The credit default swaps hedge the investor against a drop in bond prices due to credit concerns of certain bond issuers. A credit swap allows the investor to put the bond back to us at par upon a default event by the bond issuer. As of December 31, 2007 and 2006, we had credit default swaps with a notional amount of $60 million and $20 million, respectively, which expire in 2010 through 2012.
Credit Risk
By using derivative instruments, we are exposed to credit risk (our counterparty fails to make payment) and market risk (the value of the instrument falls and we are required to make a payment). When the fair value of a derivative contract is positive, this generally indicates that the counterparty owes us and, therefore, creates a credit risk for us equal to the extent of the fair value gain in the derivative. When the fair value of a derivative contract is negative, this generally indicates we owe the counterparty and therefore we have no credit risk, but have been affected by market risk. We minimize the credit risk in derivative instruments by entering into transactions with high quality counterparties with minimum credit ratings that are reviewed regularly by us, by limiting the amount of credit exposure to any one counterparty, and by requiring certain counterparties to post collateral if our credit risk exceeds certain limits. We also maintain a policy of requiring all derivative contracts to be governed by an International Swaps and Derivatives Association (ISDA) Master Agreement. We do not believe that the credit or market risks associated with derivative instruments are material to any insurance subsidiary or the Company.
129
Item 8. | Financial Statements and Supplementary Data |
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for LNC to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of internal control over financial reporting effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Management assessed our internal control over financial reporting as of December 31, 2007, the end of our fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Managements assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on the assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.
The effectiveness of our internal control over financial reporting as of December 31, 2007, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included immediately below.
130
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Lincoln National Corporation
We have audited Lincoln National Corporations (the Corporation) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Corporations management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporations internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Lincoln National Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Lincoln National Corporation as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders equity, and cash flows for each of the three years in the period ended December 31, 2007 and our report dated February 27, 2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 27, 2008
131
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Lincoln National Corporation
We have audited the accompanying consolidated balance sheets of Lincoln National Corporation (the Corporation) as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders equity, and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedules listed in the Index at 15(a)(2). These financial statements and schedules are the responsibility of the Corporations management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lincoln National Corporation at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
As discussed in Note 2 to the consolidated financial statements, in 2007 the Corporation changed its method of accounting for deferred acquisition costs in connection with modifications or exchanges of insurance contracts as well as its method of accounting for uncertainty in income taxes. Also, as discussed in Note 2 to the consolidated financial statements, in 2006 the Corporation changed its method of accounting for defined benefit pension and other postretirement plans.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Lincoln National Corporations internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2008 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 27, 2008
132
LINCOLN NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
As of December 31, | ||||||
2007 | 2006 | |||||
ASSETS |
||||||
Investments: |
||||||
Available-for-sale securities, at fair value: |
||||||
Fixed maturity (amortized cost: 2007 $56,069; 2006 $ 54,960) |
$ | 56,276 | $ | 55,853 | ||
Equity (cost: 2007 $548; 2006 $ 681) |
518 | 701 | ||||
Trading securities |
2,730 | 3,036 | ||||
Mortgage loans on real estate |
7,423 | 7,384 | ||||
Real estate |
258 | 421 | ||||
Policy loans |
2,835 | 2,760 | ||||
Derivative investments |
807 | 415 | ||||
Other investments |
1,075 | 881 | ||||
Total investments |
71,922 | 71,451 | ||||
Cash and invested cash |
1,665 | 1,622 | ||||
Deferred acquisition costs and value of business acquired |
9,580 | 8,420 | ||||
Premiums and fees receivable |
401 | 356 | ||||
Accrued investment income |
843 | 866 | ||||
Reinsurance recoverables |
8,237 | 7,939 | ||||
Goodwill |
4,144 | 4,137 | ||||
Other assets |
3,530 | 3,170 | ||||
Separate account assets |
91,113 | 80,534 | ||||
Total assets |
$ | 191,435 | $ | 178,495 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||||
Liabilities |
||||||
Future contract benefits |
$ | 15,550 | $ | 14,771 | ||
Other contract holder funds |
60,097 | 59,145 | ||||
Short-term debt |
550 | 658 | ||||
Long-term debt |
4,618 | 3,458 | ||||
Reinsurance related derivative liability |
220 | 229 | ||||
Funds withheld reinsurance liabilities |
2,117 | 2,094 | ||||
Deferred gain on indemnity reinsurance |
696 | 760 | ||||
Payables for collateral under securities loaned |
1,135 | 1,504 | ||||
Other liabilities |
3,621 | 3,141 | ||||
Separate account liabilities |
91,113 | 80,534 | ||||
Total liabilities |
179,717 | 166,294 | ||||
Contingencies and Commitments (See Note 13) |
||||||
Stockholders' Equity |
||||||
Series A preferred stock 10,000,000 shares authorized |
| 1 | ||||
Common stock 800,000,000 shares authorized; 264,233,303 and 275,752,668 shares issued and outstanding as of December 31, 2007 and 2006, respectively |
7,200 | 7,449 | ||||
Retained earnings |
4,293 | 4,138 | ||||
Accumulated other comprehensive income |
225 | 613 | ||||
Total stockholders' equity |
11,718 | 12,201 | ||||
Total liabilities and stockholders' equity |
$ | 191,435 | $ | 178,495 | ||
See accompanying Notes to Consolidated Financial Statements
133
LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Revenues |
||||||||||||
Insurance premiums |
$ | 1,945 | $ | 1,406 | $ | 308 | ||||||
Insurance fees |
3,254 | 2,604 | 1,752 | |||||||||
Investment advisory fees |
360 | 328 | 256 | |||||||||
Net investment income |
4,384 | 3,981 | 2,702 | |||||||||
Realized loss |
(118 | ) | (3 | ) | (3 | ) | ||||||
Amortization of deferred gain on indemnity reinsurance |
83 | 76 | 77 | |||||||||
Other revenues and fees |
686 | 570 | 383 | |||||||||
Total revenues |
10,594 | 8,962 | 5,475 | |||||||||
Benefits and Expenses |
||||||||||||
Interest credited |
2,454 | 2,259 | 1,526 | |||||||||
Benefits |
2,698 | 1,911 | 806 | |||||||||
Underwriting, acquisition, insurance and other expenses |
3,284 | 2,790 | 1,981 | |||||||||
Interest and debt expenses |
284 | 224 | 87 | |||||||||
Total benefits and expenses |
8,720 | 7,184 | 4,400 | |||||||||
Income from continuing operations before taxes |
1,874 | 1,778 | 1,075 | |||||||||
Federal income taxes |
553 | 483 | 244 | |||||||||
Income from continuing operations |
1,321 | 1,295 | 831 | |||||||||
Income (loss) from discontinued operations, net of federal income taxes |
(106 | ) | 21 | | ||||||||
Net income |
$ | 1,215 | $ | 1,316 | $ | 831 | ||||||
Earnings Per Common Share Basic |
||||||||||||
Income from continuing operations |
$ | 4.89 | $ | 5.13 | $ | 4.80 | ||||||
Income (loss) from discontinued operations |
(0.39 | ) | 0.08 | | ||||||||
Net income |
$ | 4.50 | $ | 5.21 | $ | 4.80 | ||||||
Earnings Per Common Share Diluted |
||||||||||||
Income from continuing operations |
$ | 4.82 | $ | 5.05 | $ | 4.72 | ||||||
Income (loss) from discontinued operations |
(0.39 | ) | 0.08 | | ||||||||
Net income |
$ | 4.43 | $ | 5.13 | $ | 4.72 | ||||||
See accompanying Notes to Consolidated Financial Statements
134
LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(in millions, except per share data)
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Series A Preferred Stock |
||||||||||||
Balance at beginning-of-year |
$ | 1 | $ | 1 | $ | 1 | ||||||
Conversion into common stock |
(1 | ) | | | ||||||||
Balance at end-of-year |
| 1 | 1 | |||||||||
Common Stock |
||||||||||||
Balance at beginning-of-year |
7,449 | 1,775 | 1,655 | |||||||||
Issued for acquisition |
20 | 5,632 | | |||||||||
Conversion of Series A preferred stock |
1 | | | |||||||||
Stock compensation/issued for benefit plans |
139 | 207 | 139 | |||||||||
Deferred compensation payable in stock |
6 | 7 | 3 | |||||||||
Retirement of common stock/cancellation of shares |
(415 | ) | (172 | ) | (22 | ) | ||||||
Balance at end-of-year |
7,200 | 7,449 | 1,775 | |||||||||
Retained Earnings |
||||||||||||
Balance at beginning-of-year |
4,138 | 4,081 | 3,590 | |||||||||
Cumulative effect of adoption of SOP 05-1 |
(41 | ) | | | ||||||||
Cumulative effect of adoption of FIN 48 |
(15 | ) | | | ||||||||
Comprehensive income |
827 | 1,402 | 428 | |||||||||
Less other comprehensive income (loss), net of tax |
(388 | ) | 86 | (403 | ) | |||||||
Net income |
1,215 | 1,316 | 831 | |||||||||
Retirement of common stock |
(574 | ) | (830 | ) | (82 | ) | ||||||
Dividends declared: Common (2007 $1.600; 2006 $1.535; 2005 $ 1.475) |
(430 | ) | (429 | ) | (258 | ) | ||||||
Balance at end-of-year |
4,293 | 4,138 | 4,081 | |||||||||
Net Unrealized Gain on Available-for-Sale Securities |
||||||||||||
Balance at beginning-of-year |
493 | 497 | 823 | |||||||||
Change during the year |
(407 | ) | (4 | ) | (326 | ) | ||||||
Balance at end-of-year |
86 | 493 | 497 | |||||||||
Net Unrealized Gain on Derivative Instruments |
||||||||||||
Balance at beginning-of-year |
39 | 7 | 14 | |||||||||
Change during the year |
14 | 32 | (7 | ) | ||||||||
Balance at end-of-year |
53 | 39 | 7 | |||||||||
Foreign Currency Translation Adjustment |
||||||||||||
Balance at beginning-of-year |
165 | 83 | 154 | |||||||||
Change during the year |
10 | 82 | (71 | ) | ||||||||
Balance at end-of-year |
175 | 165 | 83 | |||||||||
Minimum Pension Liability Adjustment |
||||||||||||
Balance at beginning-of-year |
| (60 | ) | (61 | ) | |||||||
Change during the year |
| 60 | 1 | |||||||||
Balance at end-of-year |
| | (60 | ) | ||||||||
Funded Status of Employee Benefit Plans |
||||||||||||
Balance at beginning-of-year |
(84 | ) | | | ||||||||
Change during the year |
(5 | ) | (84 | ) | | |||||||
Balance at end-of-year |
(89 | ) | (84 | ) | | |||||||
Total stockholders equity at end-of-year |
$ | 11,718 | $ | 12,201 | $ | 6,384 | ||||||
See accompanying Notes to Consolidated Financial Statements
135
LINCOLN NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Cash Flows from Operating Activities |
||||||||||||
Net income |
$ | 1,215 | $ | 1,316 | $ | 831 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Deferred acquisition costs and value of business acquired deferrals and interest, net of amortization |
(1,029 | ) | (687 | ) | (397 | ) | ||||||
Change in premiums and fees receivable |
(45 | ) | 49 | (14 | ) | |||||||
Change in accrued investment income |
23 | 15 | (1 | ) | ||||||||
Change in contract accruals |
684 | 290 | (942 | ) | ||||||||
Net trading securities purchases, sales and maturities |
352 | 259 | (107 | ) | ||||||||
Gain on reinsurance embedded derivative/trading securities |
(2 | ) | (4 | ) | (5 | ) | ||||||
Change in contract holder funds |
496 | 1,047 | 1,889 | |||||||||
Change in net periodic benefit accruals |
(20 | ) | 20 | (79 | ) | |||||||
Change in amounts recoverable from reinsurers |
(178 | ) | 283 | 141 | ||||||||
Change in federal income tax accruals |
585 | 240 | 137 | |||||||||
Stock-based compensation expense |
47 | 53 | 52 | |||||||||
Depreciation, amortization and accretion, net |
71 | 61 | 78 | |||||||||
Increase in funds withheld liability |
23 | 82 | 117 | |||||||||
Realized loss on investments and derivative instruments |
126 | 7 | 22 | |||||||||
Gain on sale of subsidiaries/businesses and disposals of discontinued operations |
(63 | ) | | (14 | ) | |||||||
Amortization of deferred gain on indemnity reinsurance |
(83 | ) | (76 | ) | (77 | ) | ||||||
Other |
(247 | ) | 95 | (423 | ) | |||||||
Net adjustments |
740 | 1,734 | 377 | |||||||||
Net cash provided by operating activities |
1,955 | 3,050 | 1,208 | |||||||||
Cash Flows from Investing Activities |
||||||||||||
Purchases of available-for-sale securities |
(12,299 | ) | (9,951 | ) | (5,869 | ) | ||||||
Sales of available-for-sale securities |
6,825 | 6,466 | 4,027 | |||||||||
Maturities of available-for-sale securities |
4,202 | 3,344 | 2,368 | |||||||||
Purchase of other investments |
(2,568 | ) | (573 | ) | (1,009 | ) | ||||||
Sales or maturities of other investments |
2,110 | 189 | 1,153 | |||||||||
Increase (decrease) in cash collateral on loaned securities |
(369 | ) | 58 | 45 | ||||||||
Purchase of Jefferson-Pilot stock, net of cash acquired of $39 |
| (1,826 | ) | | ||||||||
Proceeds from sale of subsidiaries/businesses and disposals of discontinued operations |
64 | | 14 | |||||||||
Other |
74 | 28 | (94 | ) | ||||||||
Net cash provided by (used in) investing activities |
(1,961 | ) | (2,265 | ) | 635 | |||||||
Cash Flows from Financing Activities |
||||||||||||
Payment of long-term debt |
(658 | ) | (178 | ) | (241 | ) | ||||||
Issuance of long-term debt |
1,422 | 2,045 | | |||||||||
Net increase (decrease) in short-term debt |
265 | (564 | ) | 98 | ||||||||
Universal life and investment contract deposits |
9,519 | 7,761 | 5,156 | |||||||||
Universal life and investment contract withdrawals |
(6,733 | ) | (7,497 | ) | (4,456 | ) | ||||||
Investment contract transfers |
(2,448 | ) | (1,821 | ) | (1,483 | ) | ||||||
Common stock issued for benefit plans and excess tax benefits |
98 | 166 | 91 | |||||||||
Retirement of common stock |
(986 | ) | (1,002 | ) | (103 | ) | ||||||
Dividends paid to stockholders |
(430 | ) | (385 | ) | (255 | ) | ||||||
Net cash provided by (used in) financing activities |
49 | (1,475 | ) | (1,193 | ) | |||||||
Net increase (decrease) in cash and invested cash |
43 | (690 | ) | 650 | ||||||||
Cash and invested cash at beginning-of-year |
1,622 | 2,312 | 1,662 | |||||||||
Cash and invested cash at end-of-year |
$ | 1,665 | $ | 1,622 | $ | 2,312 | ||||||
See accompanying Notes to Consolidated Financial Statements
136
LINCOLN NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Operations, Basis of Presentation and Summary of Significant Accounting Policies
Nature of Operations
Lincoln National Corporation and its majority-owned subsidiaries (LNC or the Company, which also may be referred to as we, our or us) operate multiple insurance and investment management businesses through six business segments, see Note 20. The collective group of businesses uses Lincoln Financial Group as its marketing identity. Through our business segments, we sell a wide range of wealth protection, accumulation and retirement income products and solutions. These products include institutional and/or retail fixed and indexed annuities, variable annuities, universal life insurance, term life insurance, mutual funds and managed accounts.
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). On April 3, 2006, we completed our merger with Jefferson-Pilot Corporation (Jefferson-Pilot), and have included the results of operations and financial condition of Jefferson-Pilot in our consolidated financial statements beginning on April 3, 2006, see Note 3. The consolidated financial statements for the year ended December 31, 2005 exclude the results of operations and financial condition of Jefferson-Pilot. Certain GAAP policies, which significantly affect the determination of financial position, results of operations and cash flows, are summarized below.
Certain amounts reported in prior years consolidated financial statements have been reclassified to conform to the presentation adopted in the current year. These reclassifications have no effect on net income or stockholders equity of the prior years.
Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of LNC and all other entities in which we have a controlling financial interest. All material intercompany accounts and transactions have been eliminated in consolidation.
The carrying value of our investments that we account for using the equity method on our Consolidated Balance Sheets and equity in earnings on our Consolidated Statements of Income is not material. We do not consolidate these investments because we do not exercise significant management influence over any of the underlying entities.
The following affiliated trusts are variable interest entities (VIEs): Lincoln National Capital VI, Jefferson-Pilot Capital Trust A, Jefferson-Pilot Capital Trust B and Jefferson-Pilot Life Funding Trust I. VIEs are defined by Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 46 (Revised), Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (FIN 46(R)). We are not the primary beneficiary of these affiliated trusts and do not have a controlling financial interest. Accordingly, under FIN 46(R), the accounts of these entities are not included in our consolidated financial statements.
Accounting Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates. Included among the material (or potentially material) reported amounts and disclosures that require extensive use of estimates are: fair value of certain invested assets and derivatives, asset valuation allowances, deferred policy acquisition costs (DAC), goodwill, value of business acquired (VOBA), future contract benefits and other contract holder funds, deferred front-end loads (DFEL), pension plans, income taxes and the potential effects of resolving litigated matters.
Business Combinations
For all business combination transactions initiated after June 30, 2001, the purchase method of accounting has been used, and accordingly, the assets and liabilities of the acquired company have been recorded at their estimated fair values as of the merger date. The fair values are subject to adjustment of the initial allocation for a one-year period as more information relative to the fair values as of the acquisition date becomes available. The consolidated financial statements include the results of operations of any acquired company since the acquisition date.
137
Available-For-Sale Securities
Securities classified as available-for-sale consist of fixed maturity and equity securities and are stated at fair value with unrealized gains and losses included as a separate component of accumulated other comprehensive income (OCI), net of associated DAC, VOBA, other contract holder funds and deferred income taxes. The fair value of actively traded securities is based on quoted market prices from observable market data or estimates from independent pricing services. In cases where this information is not available, such as for privately placed securities, fair value is estimated using an internal pricing matrix. This matrix relies on managements judgment concerning: 1) the discount rate used in calculating expected future cash flows; 2) credit quality; 3) industry sector performance; and 4) expected maturity.
Dividends and interest income, recorded in net investment income, are recognized when earned. Amortization of premiums and accretion of discounts on investments in debt securities are reflected in net investment income over the contractual terms of the investments in a manner that produces a constant effective yield. Realized gains and losses on the sale of investments are determined using the specific identification method.
We regularly review available-for-sale securities for impairments in value deemed to be other-than-temporary. The cost basis of securities that are determined to be other-than-temporarily impaired is written down to current fair value with a corresponding charge to realized loss in net income. A write-down for impairment can be recognized for both credit-related events and for change in fair value due to changes in interest rates. Once a security is written down to fair value through net income, any subsequent recovery in value cannot be recognized in net income until the security is sold. However, in the event that the security is written down due to an interest-rate related impairment, the write-down is accreted through investment income over the life of the security. In evaluating whether a decline in value is other-than-temporary, we consider several factors including, but not limited to: 1) the severity (generally if greater than 20%) and duration (generally if greater than six months) of the decline; 2) our ability and intent to hold the security for a sufficient period of time to allow for a recovery in value; 3) the cause of the decline; and 4) fundamental analysis of the liquidity, business prospects and overall financial condition of the issuer.
Trading Securities
Trading securities consist of fixed maturity and equity securities in designated portfolios, which support modified coinsurance (Modco) and coinsurance with funds withheld (CFW) reinsurance arrangements. Investment results for these portfolios, including gains and losses from sales, are passed directly to the reinsurers pursuant to contractual terms of the reinsurance arrangements. Trading securities are carried at fair value and changes in fair value, offset by corresponding changes in the fair value of embedded derivative liabilities associated with the underlying reinsurance arrangements, are recorded in net investment income as they occur.
For asset-backed and mortgage-backed securities, included in the trading and available-for-sale fixed maturity securities portfolios, we recognize income using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from originally anticipated prepayments, the effective yield is recalculated prospectively to reflect actual payments to date plus anticipated future payments. Any adjustments resulting from changes in effective yield are reflected in net investment income.
Mortgage Loans on Real Estate
Mortgage loans on real estate are carried at unpaid principal balances adjusted for amortization of premiums and accretion of discounts and are net of valuation allowances. Interest income is accrued on the principal balance of the loan based on the loans contractual interest rate. Premiums and discounts are amortized using the effective yield method over the life of the loan. Interest income and amortization of premiums and discounts are reported in net investment income along with mortgage loan fees, which are recorded as they are incurred. Loans are considered impaired when it is probable that, based upon current information and events, we will be unable to collect all amounts due under the contractual terms of the loan agreement. When we determine that a loan is impaired, a valuation allowance is established for the excess carrying value of the loan over its estimated value. The loans estimated value is based on: 1) the present value of expected future cash flows discounted at the loans effective interest rate; 2) the loans observable market price; or 3) the fair value of the loans collateral. Valuation allowances are maintained at a level we believe is adequate to absorb estimated probable credit losses. Our periodic evaluation of the adequacy of the allowance for losses is based on our past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrowers ability to repay (including the timing of future payments), the estimated value of the underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. We do not accrue interest on impaired loans and loans 90 days, past due and any interest received on these loans is either applied to the principal or recorded in net investment income when received, depending on the assessment of the collectibility of the loan. Mortgage loans deemed to be uncollectible are charged against the allowance for losses and subsequent recoveries, if any, are credited to the allowance for losses. All mortgage loans that are impaired have an established allowance for credit losses. Changes in valuation allowances are reported in realized loss on our Consolidated Statements of Income.
138
Real Estate
Real estate includes both real estate held for the production of income and real estate held-for-sale. Real estate held for the production of income is carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. We periodically review properties held for the production of income for impairment and properties whose carrying values are greater than their projected undiscounted cash flows are written down to estimated fair value, with impairment losses reported in realized loss on our Consolidated Statements of Income. The estimated fair value of real estate is generally computed using the present value of expected future cash flows from the real estate discounted at a rate commensurate with the underlying risks. Real estate classified as held-for-sale is stated at the lower of depreciated cost or fair value less expected disposition costs at the time classified as held-for-sale. Real estate is not depreciated while it is classified as held-for-sale. Also, valuation allowances for losses are established, as appropriate, for real estate held-for-sale and any changes to the valuation allowances are reported in realized loss on our Consolidated Statements of Income. Real estate acquired through foreclosure proceedings is recorded at fair value at the settlement date.
Policy Loans
Policy loans are carried at unpaid principal balances.
Securities Lending
Securities loaned are treated as collateralized financing transactions, and a liability is recorded equal to the cash collateral received, which is typically greater than the market value of the related securities loaned. This liability is included within payables for collateral under securities loaned on our Consolidated Balance Sheets. Our pledged securities are included in fixed maturities on our Consolidated Balance Sheets. We generally obtain collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities, respectively. We value collateral daily and obtain additional collateral when deemed appropriate. The cash received in our securities lending program is typically invested in cash equivalents, short-term investments or fixed maturity securities. Income and expenses associated with these transactions are recorded as investment income and investment expenses within net investment income on our Consolidated Statements of Income.
Reverse Repurchase Agreements
Reverse repurchase agreements are treated as collateralized financing transactions, and a liability is recorded equal to the cash collateral received. This liability is included within payables for collateral under securities loaned on our Consolidated Balance Sheets. Our pledged securities are included in fixed maturities on our Consolidated Balance Sheets. We obtain collateral in an amount equal to 95% of the fair value of the securities, and our agreements with third parties contain contractual provisions to allow for additional collateral to be obtained when necessary. The cash received in our reverse repurchase program is typically invested in fixed maturity securities. Income and expenses associated with these transactions are recorded as investment income and investment expenses within net investment income on our Consolidated Statements of Income.
Realized Loss
Realized loss includes realized gains and losses from the sale of investments, derivative gains and losses, gains and losses on the sale of subsidiaries and businesses and net gains and losses on reinsurance embedded derivative and trading securities on Modco and CFW reinsurance arrangements. Realized loss is recognized in net income, net of associated amortization of DAC, VOBA, deferred sales inducements (DSI) and DFEL and changes in other contract holder funds. Realized loss is also net of allocations of investment gains and losses to certain contract holders and certain reinsurance arrangements for which we have a contractual obligation.
Derivative Instruments
We hedge certain portions of our exposure to interest rate risk, foreign currency exchange risk, equity market risk and credit risk by entering into derivative transactions. All of our derivative instruments are recognized as either assets or liabilities on our Consolidated Balance Sheets at estimated fair value. The accounting for changes in the estimated fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, we must designate the hedging instrument based upon the exposure being hedged: as a cash flow hedge, a fair value hedge or a hedge of a net investment in a foreign operation. As of December 31, 2007 and 2006, we had derivative instruments that were designated and qualified as cash flow hedges and fair value hedges. In addition, we had derivative instruments that were economic hedges, but were not designated as hedging instruments under Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133).
139
For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of OCI and reclassified into net income in the same period or periods during which the hedged transaction affects net income. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of designated future cash flows of the hedged item (hedge ineffectiveness), if any, is recognized in net income during the period of change. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in net income during the period of change in estimated fair values. For derivative instruments not designated as hedging instruments but are economic hedges, the gain or loss is recognized in net income during the period of change in the corresponding income statement line as the transaction being hedged.
See Note 5 for additional discussion of our derivative instruments.
Cash and Cash Equivalents
Cash and invested cash are carried at cost and include all highly liquid debt instruments purchased with a maturity of three months or less.
DAC, VOBA, DSI and DFEL
Commissions and other costs of acquiring universal life insurance, variable universal life insurance, unit-linked products, traditional life insurance, annuities and other investment contracts, which vary with and are primarily related to the production of new business, have been deferred (i.e., DAC) to the extent recoverable. The methodology for determining the amortization of DAC varies by product type based on two different accounting pronouncements: SFAS No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments (SFAS 97) and SFAS No. 60, Accounting and Reporting by Insurance Enterprises (SFAS 60). Under SFAS 97, acquisition costs for universal life and variable universal life insurance and investment-type products, which include unit-linked products and fixed and variable deferred annuities, are generally amortized over the lives of the policies in relation to the incidence of estimated gross profits (EGPs) from surrender charges, investment, mortality net of reinsurance ceded and expense margins and actual realized gain (loss) on investments. Contract lives for universal and variable universal life policies are estimated to be 30 years, based on the expected lives of the contracts and are variable based on the inception of each contract for unit-linked contracts. Contract lives for fixed and variable deferred annuities are 14 to 20 years for the traditional, long surrender charge period products and 8 to 10 years for the more recent short-term or no surrender charge variable products. The front-end load annuity product has an assumed life of 25 years. Longer lives are assigned to those blocks that have demonstrated favorable lapse experience.
Under SFAS 60, acquisition costs for traditional life insurance products, which include individual whole life, group business and term life insurance contracts, are amortized over periods of 10 to 30 years on either a straight-line basis or as a level percent of premium of the related policies depending on the block of business. There is currently no DAC balance or related amortization under SFAS 60 for fixed and variable payout annuities.
For all SFAS 97 and SFAS 60 contracts, amortization is based on assumptions consistent with those used in the development of the underlying contract form adjusted for emerging experience and expected trends.
VOBA is an intangible asset that reflects the estimated fair value of in-force contracts in a life insurance company acquisition and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the business in force at the acquisition date. VOBA is amortized over the expected lives of the block of insurance business in relation to the incidence of estimated profits expected to be generated on universal life, variable universal life and investment-type products, (i.e., unit-linked products and variable deferred annuities) and over the premium paying period for insurance products, (i.e., traditional life insurance products). Amortization is based upon assumptions used in pricing the acquisition of the block of business and is adjusted for emerging experience. Accordingly, amortization periods and methods of amortization for VOBA vary depending upon the particular characteristics of the underlying blocks of acquired insurance business. VOBA is amortized in a manner consistent with DAC. Both DAC and VOBA amortization is reported within underwriting, acquisition, insurance and other expenses on our Consolidated Statements of Income.
The carrying amounts of DAC and VOBA are adjusted for the effect of realized gains and losses and the effects of unrealized gains and losses on debt securities classified as available-for-sale. Amortization expense of DAC and VOBA reflects an assumption for an expected level of credit-related investment losses. When actual credit-related investment losses are realized, we recognize a true-up to our DAC and VOBA amortization within realized gains and losses reflecting the incremental impact of actual versus expected credit-related investment losses. These actual to expected amortization adjustments can create volatility period to period in net realized gains and losses.
Bonus credits and excess interest for dollar cost averaging contracts are considered DSI, and the unamortized balance is reported in other assets on our Consolidated Balance Sheets. DSI is amortized over the expected life of the contract as an expense in
140
interest credited on our Consolidated Statements of Income. Amortization is computed using the same methodology and assumptions used in amortizing DAC.
Contract sales charges that are collected in the early years of an insurance contract are deferred (referred to as DFEL), and are amortized into income over the life of the contract in a manner consistent with that used for DAC. The deferral and amortization of DFEL is reported within insurance fees on our Consolidated Statements of Income.
See Note 2 for discussion of the adoption and impact of Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts (SOP 05-1).
On a quarterly basis, we may record an adjustment to the amounts included on our Consolidated Balance Sheets for DAC, VOBA, DSI and DFEL with an offsetting benefit or charge to revenues or expenses for the impact of the difference between the estimates of future gross profits used in the prior quarter and the emergence of actual and updated estimates of future gross profits in the current quarter (retrospective unlocking). In addition, in the third quarter of each year, we conduct our annual comprehensive review of the assumptions and the projection models used for our estimates of future gross profits underlying the amortization of DAC, VOBA, DSI and DFEL and the calculations of the embedded derivatives and reserves for annuity and life insurance products with certain guarantees. These assumptions include investment margins, mortality, retention and rider utilization. Based on our review, the cumulative balances of DAC, VOBA, DSI and DFEL are adjusted with an offsetting benefit or charge to revenues or amortization expense to reflect such change (prospective unlocking). The distinction between these two types of unlocking is that retrospective unlocking is driven by the emerging experience period-over-period, while prospective unlocking is driven by changes in assumptions or projection models related to estimated future gross profits.
DAC, VOBA, DSI and DFEL are reviewed periodically to ensure that the unamortized portion does not exceed the expected recoverable amounts. No significant impairments occurred during the three years ended December 31, 2007.
Reinsurance
Our insurance companies enter into reinsurance agreements with other companies in the normal course of business. Assets and liabilities and premiums and benefits from certain reinsurance contracts that grant statutory surplus relief to other insurance companies are netted on our Consolidated Balance Sheets and Consolidated Statements of Income, respectively, because there is a right of offset. All other reinsurance agreements are reported on a gross basis on our Consolidated Balance Sheets as an asset for amounts recoverable from reinsurers or as a component of other liabilities for amounts, such as premiums, owed to the reinsurers, with the exception of Modco agreements for which the right of offset also exists. Premiums, benefits and DAC are reported net of insurance ceded.
Goodwill
We recognize the excess of the purchase price over the fair value of net assets acquired as goodwill. Goodwill is not amortized, but is reviewed at least annually for indications of value impairment, with consideration given to financial performance and other relevant factors. In addition, certain events, including a significant adverse change in legal factors or the business climate, an adverse action or assessment by a regulator or unanticipated competition, would cause us to review the carrying amounts of goodwill for impairment. When an impairment occurs, the carrying amounts are written down and a charge is recorded against net income using a combination of fair value and discounted cash flows. No impairments occurred during the three years ended December 31, 2007.
Specifically Identifiable Intangible Assets
Specifically identifiable intangible assets, net of accumulated amortization, are reported in other assets. The carrying values of specifically identifiable intangible assets are reviewed periodically for indicators of impairment in value that are other-than-temporary, including unexpected or adverse changes in the following: 1) the economic or competitive environments in which the company operates; 2) profitability analyses; 3) cash flow analyses; and 4) the fair value of the relevant business operation. If there was an indication of impairment, then the cash flow method would be used to measure the impairment and the carrying value would be adjusted as necessary.
Specifically identifiable intangible assets within our Investment Management segment that we acquired include institutional customer relationships, covenants not to compete and mutual fund customer relationships. These assets are required to be amortized on a straight-line basis over their useful life for periods ranging from 9 to 15 years depending upon the characteristics of the particular underlying relationships for the intangible asset. The amortization period for these intangibles ends in 2010.
Specifically identifiable intangible assets include Federal Communications Commission (FCC) licenses and other agreements. The FCC licenses are not amortized.
141
Sales force intangibles are attributable to the value of the distribution system acquired in the Individual Markets Life Insurance segment. These assets are amortized on a straight-line basis over their useful life of 25 years.
Property and Equipment
Property and equipment owned for company use is included in other assets on our Consolidated Balance Sheets and is carried at cost less allowances for depreciation. Provisions for depreciation of investment real estate and property and equipment owned for company use are computed principally on the straight-line method over the estimated useful lives of the assets, which include buildings, computer hardware and software and other property and equipment.
Impairment of Long-Lived Assets
We periodically review the carrying value of our long-lived assets, including property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. For long-lived assets to be held and used, impairments are recognized when the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Long-lived assets to be disposed of by abandonment or in an exchange for a similar productive long-lived asset are classified as held-for-use until disposed of.
Long-lived assets to be sold are classified as held-for-sale and are no longer depreciated. Certain criteria have to be met in order for the long-lived asset to be classified as held-for-sale, including that a sale is probable and expected to occur within one year. Long-lived assets classified as held-for-sale are recorded at the lower of their carrying amount or fair value less cost to sell.
Separate Account Assets and Liabilities
Separate account assets and liabilities represent segregated funds administered and invested by our insurance subsidiaries for the exclusive benefit of pension and variable life and annuity contract holders and for unit-linked accounts of our U.K. subsidiaries. Separate account assets are carried at fair value and the related liabilities are measured at an equivalent amount to the separate account assets. Investment risks associated with market value changes are borne by the contract holders, except to the extent of minimum guarantees made by the Company with respect to certain accounts. See Note 10 for additional information regarding arrangements with contractual guarantees. The revenues earned by our insurance subsidiaries for administrative and contract holder maintenance services performed for these separate accounts are included in insurance fees on our Consolidated Statements of Income.
Future Contract Benefits and Other Contract Holder Funds
The liabilities for future contract benefits and claim reserves for universal and variable universal life insurance policies consist of contract account balances that accrue to the benefit of the contract holders, excluding surrender charges. The liabilities for future insurance contract benefits and claim reserves for traditional life policies are computed using assumptions for investment yields, mortality and withdrawals based principally on generally accepted actuarial methods and assumptions at the time of contract issue. Investment yield assumptions for traditional direct individual life reserves for all contracts range from 2.25% to 7.00% depending on the time of contract issue. The investment yield assumptions for immediate and deferred paid-up annuities range from 0.75% to 13.50%. These investment yield assumptions are intended to represent an estimation of the interest rate experience for the period that these contract benefits are payable.
The liabilities for future claim reserves for variable annuity products containing guaranteed minimum death benefit (GMDB) features are calculated by multiplying the benefit ratio (present value of total expected GMDB payments over the life of the contract divided by the present value of total expected assessments over the life of the contract) by the cumulative assessments recorded from the contract inception through the balance sheet date less the cumulative GMDB payments plus interest. The change in the reserve for a period is the benefit ratio multiplied by the assessments recorded for the period less GMDB claims paid in the period plus interest. If experience or assumption changes result in a new benefit ratio, the reserves are adjusted to reflect the changes in a manner similar to the unlocking of DAC, VOBA, DFEL and DSI.
With respect to our future contract benefits and other contract holder funds, we continually review: 1) overall reserve position; 2) reserving techniques; and 3) reinsurance arrangements. As experience develops and new information becomes known, liabilities are adjusted as deemed necessary. The effects of changes in estimates are included in the operating results for the period in which such changes occur.
142
The business written or assumed by us includes participating life insurance contracts, under which the contract holder is entitled to share in the earnings of such contracts via receipt of dividends. The dividend scale for participating policies is reviewed annually and may be adjusted to reflect recent experience and future expectations. As of December 31, 2007 and 2006, participating policies comprised approximately 1.25% of the face amount of insurance in force, and dividend expenses were $88 million, $88 million and $80 million for the years ended December 31, 2007, 2006 and 2005, respectively.
Universal life and variable universal life products with secondary guarantees represented approximately 31% of permanent life insurance in force as of December 31, 2007 and approximately 70% of sales for these products in 2007. Liabilities for the secondary guarantees on universal life-type products are calculated by multiplying the benefit ratio (present value of total expected secondary guarantee benefits over the life of the contract divided by the present value of total expected assessments over the life of the contract) by the cumulative assessments recorded from contract inception through the balance sheet date less the cumulative secondary guarantee benefit payments plus interest. If experience or assumption changes result in a new benefit ratio, the reserves are adjusted to reflect the changes in a manner similar to the unlocking of DAC, VOBA, DFEL and DSI. The accounting for secondary guarantee benefits impacts, and is impacted by, EGPs used to calculate amortization of DAC, VOBA, DFEL and DSI.
Borrowed Funds
LNCs short-term borrowings are defined as borrowings with contractual or expected maturities of one year or less. Long-term borrowings have contractual or expected maturities greater than one year. Any premium or discount on borrowed funds is amortized over the term of the borrowings.
Commitments and Contingencies
Contingencies arising from environmental remediation costs, regulatory judgments, claims, assessments, guarantees, litigation, recourse reserves, fines, penalties and other sources are recorded when deemed probable and reasonably estimable.
Premiums and Fees on Investment Products and Universal Life Insurance Products
Investment products consist primarily of individual and group variable and fixed deferred annuities. Interest-sensitive life insurance products include universal life insurance, variable universal life insurance and other interest-sensitive life insurance policies. These products include life insurance sold to individuals, corporate-owned life insurance and bank-owned life insurance. Revenues for investment products and universal life insurance products consist of net investment income, asset-based fees, cost of insurance charges, percent of premium charges, contract administration charges and surrender charges that have been assessed and earned against contract account balances and premiums received during the period. The timing of revenue recognition as it relates to fees assessed on investment contracts is determined based on the nature of such fees. Asset-based fees, cost of insurance and contract administration charges are assessed on a daily or monthly basis and recognized as revenue when assessed and earned. Percent of premium charges are assessed at the time of premium payment and recognized as revenue when assessed and earned. Certain amounts assessed that represent compensation for services to be provided in future periods are reported as unearned revenue and recognized in income over the periods benefited. Surrender charges are recognized upon surrender of a contract by the contract holder in accordance with contractual terms.
Premiums on Traditional Life Insurance Products
Traditional life insurance products include those products with fixed and guaranteed premiums and benefits and consist primarily of whole life insurance, limited-payment life insurance, term life insurance and certain annuities with life contingencies. Premiums for traditional life insurance products are recognized as revenue when due from the contract holder.
Investment Advisory Fees
As specified in investment advisory agreements with mutual funds, fees are generally determined and recognized as revenues monthly, based on the average daily net assets of the mutual funds managed. Investment advisory contracts with non-mutual fund clients generally provide for the determination and payment of advisory fees based on market values of managed portfolios at the end of a calendar month or quarter or the average of the market values at the beginning and ending of the monthly or quarterly period. Investment management and advisory contracts typically are renewable annually by the funds board. Contracts with non-mutual fund clients normally continue until terminated by either party or at the end of a specified term and often have cancellation clauses ranging up to 30 to 180 days. Investment advisory fees include amounts that are ultimately paid to sub-advisors for managing the sub-advised assets. The amounts paid to sub-advisors are generally included in benefits and expenses.
143
Other Revenues and Fees
Other revenues and fees primarily consists of amounts earned by our retail distributor, Lincoln Financial Advisors, from sales of third party insurance and investment products. Such revenue is recorded as earned at the time of sale. Other revenues and fees also includes communications sales, which are recognized as earned and are presented net of agency and representative commissions and certain revenues from our Individual Markets Life Insurance, Investment Management and Lincoln UK segments that are not captured in other components of revenues.
Benefits
Benefits for universal life and other interest-sensitive life insurance products includes benefit claims incurred during the period in excess of contract account balances. Benefits also includes the change in reserves for life insurance products with secondary guarantee benefits and annuity products with guaranteed benefits, such as GMDB, and the change in fair values of guarantees for annuity products with guaranteed minimum withdrawal benefits (GMWB) and guaranteed income benefits (GIB). For traditional life, group health and disability income products, benefits and expenses, other than DAC and VOBA, are recognized when incurred in a manner consistent with the related premium recognition policies.
Interest Credited
Interest credited includes interest credited to contract holder account balances. Interest crediting rates associated with funds invested in the general account of LNCs insurance subsidiaries during 2005 through 2007 ranged from 3.00% to 9.00%.
Interest and Debt Expenses
Interest and debt expenses includes interest on short-term commercial paper, long-term senior debt that we issue and junior subordinated debentures issued to affiliated trusts.
Pension and Other Postretirement Benefit Plans
Pursuant to the accounting rules for our obligations to employees under our various pension and other postretirement benefit plans, we are required to make a number of assumptions to estimate related liabilities and expenses. We use assumptions for the weighted-average discount rate and expected return on plan assets to estimate pension expense. The discount rate assumptions are determined using an analysis of current market information and the projected benefit flows associated with these plans. The expected long-term rate of return on plan assets is initially established at the beginning of the plan year based on historical and projected future rates of return and is the average rate of earnings expected on the funds invested or to be invested in the plan. The calculation of our accumulated postretirement benefit obligation also uses an assumption of weighted-average annual rate of increase in the per capita cost of covered benefits, which reflects a health care cost trend rate. See Note 16 for more information on our accounting for employee benefit plans.
Stock-Based Compensation
We expense the fair value of stock awards included in our incentive compensation plans. As of the date our stock awards are approved, the fair value of stock options is determined using a Black-Scholes options valuation methodology. The fair value of other stock awards is based upon the market value of the stock. The fair value of the awards is expensed over the service period, which generally corresponds to the vesting period, and is recognized as an increase to common stock in stockholders equity. Stock-based compensation expense is reflected in underwriting, acquisition, insurance and other expenses on our Consolidated Statements of Income. For additional information on stock-based incentive compensation see Note 17.
Foreign Currency Translation
Our foreign subsidiaries balance sheet accounts and income statement items reported in functional currencies other than the U.S. dollar are translated at the current and average exchange rates for the year, respectively. Resulting translation adjustments and other translation adjustments for foreign currency transactions that affect cash flows are reported in accumulated OCI, a component of stockholders equity.
Income Taxes
We file a U.S. consolidated income tax return that includes all of our eligible subsidiaries. Ineligible subsidiaries file separate individual corporate tax returns. Subsidiaries operating outside of the U.S. are taxed, and income tax expense is recorded based on applicable foreign statutes. Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. A valuation allowance is recorded to the extent required to reduce the deferred tax asset to an amount that we expect, more likely than not, will be realized. See Note 6 for additional information.
144
Discontinued Operations
The results of operations of a component of the Company that either has been disposed of or is classified as held-for-sale are reported in income from discontinued operations for all periods presented if the operations and cash flows of the component have been or will be eliminated from our ongoing operations as a result of the disposal transaction and we will not have any significant continuing involvement in the operations.
Earnings per Share
Basic earnings per share (EPS) is computed by dividing earnings available to common shareholders by the average common shares outstanding. Diluted EPS is computed assuming the conversion or exercise of dilutive convertible preferred securities, non-vested stock, stock options, performance share units and deferred compensation shares outstanding during the year.
2. New Accounting Standards
Adoption of New Accounting Standards
SOP 05-1 Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts
In September 2005, the American Institute of Certified Public Accountants issued SOP 05-1 which, provides guidance on accounting for DAC on internal replacements of insurance and investment contracts other than those specifically described in SFAS 97. An internal replacement, defined by SOP 05-1, is a modification in product benefits, features, rights or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement or rider to a contract, or by the election of a feature or coverage within a contract. Contract modifications that result in a substantially unchanged contract will be accounted for as a continuation of the replaced contract. Contract modifications that result in a substantially changed contract should be accounted for as an extinguishment of the replaced contract. Unamortized DAC, VOBA, DFEL and DSI from the replaced contract must be written off. SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006.
We adopted SOP 05-1 effective January 1, 2007 by recording decreases to the following categories (in millions) on our Consolidated Balance Sheets:
Assets |
|||
DAC |
$ | 31 | |
VOBA |
35 | ||
Other assets DSI |
3 | ||
Total assets |
$ | 69 | |
Liabilities and Stockholders' Equity |
|||
Future contract benefits GMDB annuity reserves |
$ | 4 | |
Other contract holder funds DFEL |
2 | ||
Other liabilities income tax liabilities |
22 | ||
Total liabilities |
28 | ||
Retained earnings |
41 | ||
Total liabilities and stockholders' equity |
$ | 69 | |
The adoption of this new guidance primarily impacted our Individual Markets Annuities and Employer Markets Group Protection businesses and our accounting policies regarding the assumptions for lapsation used in the amortization of DAC and VOBA. In addition, the adoption of SOP 05-1 resulted in an approximately $17 million increase to underwriting, acquisition, insurance and other expenses on our Consolidated Statements of Income for the year ended December 31, 2007, which was attributable to changes in DAC and VOBA deferrals and amortization.
FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a comprehensive model for how companies should recognize, measure, present and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. FIN 48
145
requires companies to determine whether it is more likely than not that an individual tax position will be sustained upon examination by the appropriate taxing authority prior to any part of the benefit being recognized in the financial statements. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than fifty percent likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. In addition, FIN 48 expands disclosure requirements to include additional information related to unrecognized tax benefits, including accrued interest and penalties, and uncertain tax positions where the estimate of the tax benefit may change significantly in the next twelve months. FIN 48 is effective for fiscal years beginning after December 15, 2006. We adopted FIN 48 effective January 1, 2007 by recording an increase in the liability for unrecognized tax benefits of $15 million on our Consolidated Balance Sheets, offset by a reduction to the beginning balance of retained earnings. See Note 6 for more information regarding our adoption of FIN 48.
SFAS No. 155 Accounting for Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140 (SFAS 155), which permits fair value remeasurement for a hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. Under SFAS 155, an entity may make an irrevocable election to measure a hybrid financial instrument at fair value, in its entirety, with changes in fair value recognized in earnings. SFAS 155 also: (a) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133; (b) eliminates the interim guidance in SFAS 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets, and establishes a requirement to evaluate beneficial interests in securitized financial assets to identify interests that are either freestanding derivatives or hybrid financial instruments that contain an embedded derivative requiring bifurcation; (c) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and (d) eliminates restrictions on a qualifying special-purpose entitys ability to hold passive derivative financial instruments that pertain to beneficial interests that are or contain a derivative financial instrument.
In December 2006, the FASB issued Derivative Implementation Group (DIG) Statement 133 Implementation Issue No. B40, Embedded Derivatives: Application of Paragraph 13(b) to Securitized Interests in Prepayable Financial Assets (DIG B40). Since SFAS 155 eliminated the interim guidance related to securitized financial assets, DIG B40 provides a narrow scope exception for securitized interests that contain only an embedded derivative related to prepayment risk. Under DIG B40, a securitized interest in prepayable financial assets would not be subject to bifurcation if: (a) the right to accelerate the settlement of the securitized interest cannot be controlled by the investor; and (b) the securitized interest itself does not contain an embedded derivative for which bifurcation would be required other than an embedded derivative that results solely from the embedded call options in the underlying financial assets. Any other terms in the securitized financial asset that may affect cash flow in a manner similar to a derivative instrument would be subject to the requirements of paragraph 13(b) of SFAS 133. The guidance in DIG B40 is to be applied upon the adoption of SFAS 155.
We adopted the provisions SFAS 155 and DIG B40 on January 1, 2007. Prior period restatement was not permitted. The adoption of SFAS 155 did not have a material impact on our consolidated financial condition or results of operations.
SFAS No. 158 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106 and 132(R)
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106 and 132(R) (SFAS 158). The guidance requires us to recognize on the balance sheets the funded status of our defined benefit postretirement plans as either an asset or liability, depending on the plans funded status, with changes in the funded status recognized through OCI. The funded status is measured as the difference between the fair value of the plan assets and the projected benefit obligation, for pension plans, or the accumulated postretirement benefit obligation for postretirement benefit plans. Prior service costs or credits and net gains or losses which are not recognized in current net periodic benefit cost, pursuant to SFAS No. 87, Employers Accounting for Pensions or SFAS No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions, must be recognized in OCI, net of tax, in the period in which they occur. As these items are recognized in net periodic benefit cost, the amounts accumulated in OCI are adjusted. Under SFAS 158, disclosure requirements have also been expanded to separately provide information on the prior service costs or credits and net gains and losses recognized in OCI and their effects on net periodic benefit costs. Retroactive application of SFAS 158 was not permitted. We applied the recognition provisions of SFAS 158 as of December 31, 2006.
Staff Accounting Bulletin No. 108 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
In September 2006, the U.S. Securities and Exchange Commission (SEC) staff issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides guidance for evaluating the effects of prior year uncorrected errors when quantifying misstatements in the current year financial statements. Under SAB 108, the impact of correcting misstatements occurring in the
146
current period and those that have accumulated over prior periods must both be considered when quantifying the impact of misstatements in current period financial statements. SAB 108 is effective for fiscal years ending after November 15, 2006, and may be adopted by either restating prior financial statements or recording the cumulative effect of initially applying the approach as adjustments to the carrying values of assets and liabilities as of January 1, 2006, with an offsetting adjustment to retained earnings. We adopted the provisions of SAB 108 as of December 31, 2006. The adoption of SAB 108 did not have a material effect on our consolidated financial statements.
SFAS No. 123(R) Share-Based Payment
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-based Compensation (SFAS 123). SFAS 123(R) requires us to recognize at fair value all costs resulting from share-based payments to employees, except for equity instruments held by employee share ownership plans. Similar to SFAS 123, under SFAS 123(R), the fair value of share-based payments is recognized as a reduction to earnings over the period an employee is required to provide service in exchange for the award. We had previously adopted the retroactive restatement method under SFAS No. 148, Accounting for Stock-based Compensation Transition and Disclosure, and restated all periods presented to reflect stock-based employee compensation cost under the fair value accounting method for all employee awards granted, modified or settled in fiscal years beginning after December 15, 1994.
Effective January 1, 2006, we adopted SFAS 123(R), using the modified prospective transition method. Under that transition method, compensation cost recognized in 2006 includes: (a) compensation cost for all share-based payments granted prior to but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123 and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). Results from prior periods have not been restated. The adoption of SFAS 123(R) did not have a material effect on our income before federal income taxes, net income and basic and diluted EPS.
SFAS 123(R) eliminates the alternative under SFAS 123 permitting the recognition of forfeitures as they occur. Expected forfeitures, resulting from the failure to satisfy service or performance conditions, must be estimated at the grant date, thereby recognizing compensation expense only for those awards expected to vest. In accordance with SFAS 123(R), we have included estimated forfeitures in the determination of compensation costs for all share-based payments. Estimates of expected forfeitures must be reevaluated at each balance sheet date, and any change in the estimates will be recognized retrospectively in net income in the period of the revised estimates.
Prior to the adoption of SFAS 123(R), we presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows on our Consolidated Statements of Cash Flows. SFAS 123(R) requires the cash flows from tax benefits resulting from tax deductions in excess of the compensation costs recognized to be classified as financing cash flows. Our excess tax benefits are classified as financing cash flows, prospectively, on our Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006.
We issue share-based compensation awards under authorized plans, subject to specific vesting conditions. Generally, compensation expense is recognized ratably over a three-year vesting period, but recognition may be accelerated upon the occurrence of certain events. For awards that specify an employee will vest upon retirement and an employee is eligible to retire before the end of the normal vesting period, we record compensation expense over the period from the grant date to the date of retirement eligibility. As a result of adopting SFAS 123(R), we have revised the prior method of recording unrecognized compensation expense upon retirement and use the non-substantive vesting period approach for all new share-based awards granted after January 1, 2006. Under the non-substantive vesting period approach, we recognize compensation cost immediately for awards granted to retirement-eligible employees, or ratably over a period from the grant date to the date retirement eligibility is achieved. If we would have applied the non-substantive vesting period approach to all share based compensation awards granted prior to January 1, 2006, it would not have a material effect on our results of operations or financial position.
See Note 17 for more information regarding our stock-based compensation plans.
FASB Staff Position FAS 115-1 and FAS 124-1 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments
In November 2005, the FASB issued FASB Staff Position (FSP) Nos. SFAS 115-1 and SFAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (FSP 115-1). The guidance in FSP 115-1 nullifies the accounting and measurement provisions of Emerging Issues Task Force (EITF) No. 03-1 The Meaning of Other-Than- Temporary Impairments and Its Application to Certain Investments and supersedes EITF Topic No. D-44 Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value. FSP 115-1 was effective for reporting periods beginning after December 15, 2005, on a prospective basis. Our existing policy for recognizing other-than-temporary impairments is consistent with the guidance in FSP 115-1, and includes the recognition of other-than-temporary impairments of securities resulting from credit related issues as well as declines in fair value related to rising interest
147
rates, where we do not have the intent to hold the securities until either maturity or recovery. We adopted FSP 115-1 effective January 1, 2006. The adoption of FSP 115-1 did not have a material effect on our consolidated financial condition or results of operations.
Future Adoption of New Accounting Standards
SFAS No. 157 Fair Value Measurements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which defines fair value, establishes a framework for measuring fair value under current accounting pronouncements that require or permit fair value measurement and enhances disclosures about fair value instruments. SFAS 157 retains the exchange price notion, but clarifies that exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability (exit price) in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability, as opposed to the price that would be paid to acquire the asset or receive a liability (entry price). Fair value measurement is based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset, or nonperformance risk which would include the reporting entitys own credit risk. SFAS 157 establishes a three-level fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value. The highest priority, Level 1, is given to quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs, other than quoted prices included in Level 1, for the asset or liability. Level 3 inputs, the lowest priority, include unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability, including assumptions regarding risk. We have certain guaranteed benefit features that, prior to January 1, 2008, were recorded using fair value pricing. These benefits will continue to be measured on a fair value basis with the adoption of SFAS 157, utilizing a number for Level 3, with some Level 2 inputs, which are reflective of the hypothetical market participant perspective for fair value measurement. In addition, SFAS 157 expands the disclosure requirements for annual and interim reporting to focus on the inputs used to measure fair value, including those measurements using significant unobservable inputs, and the effects of the measurements on earnings. We adopted SFAS 157 for all of our financial instruments effective January 1, 2008 and expect to record a charge of between $25 million and $75 million to net income attributable to changes in the fair value of guaranteed benefit reserves and indexed annuities reported in our Individual Markets Annuities segment.
SFAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159), which allows an entity to make an irrevocable election, on specific election dates, to measure eligible items at fair value. The election to measure an item at fair value may be determined on an instrument by instrument basis, with certain exceptions. If the fair value option is elected, unrealized gains and losses will be recognized in earnings at each subsequent reporting date, and any upfront costs and fees related to the item will be recognized in earnings as incurred. In addition, the presentation and disclosure requirements of SFAS 159 are designed to assist in the comparison between entities that select different measurement attributes for similar types of assets and liabilities. SFAS 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS 157. At the effective date, the fair value option may be elected for eligible items that exist on that date. Effective January 1, 2008, we elected not to adopt the fair value option for any existing financial assets or liabilities that existed as of January 1, 2008.
SFAS No. 141(R) Business Combinations
In December 2007, the FASB issued SFAS No. 141(R) Business Combinations (SFAS 141(R)) a revision to the FASB Statement SFAS No. 141 Business Combinations (SFAS 141), which aims to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141(R) retains the fundamental requirements of SFAS 141, broadens its scope by applying the acquisition method to all transactions and other events in which one entity obtains control over one or more other businesses, and requires, among other things, that assets acquired and liabilities assumed be measured at fair value as of the acquisition date, liabilities related to contingent consideration be recognized at the acquisition date and remeasured at fair value in each subsequent reporting period, acquisition-related costs be expensed as incurred and that income be recognized if the fair value of the net assets acquired exceeds the fair value of the consideration transferred. SFAS 141(R) applies to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period on or after December 15, 2008.
SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements an amendment of Accounting Research Bulletin No. 51
In December 2007, the FASB issued SFAS No. 160 Noncontrolling Interests in Consolidated Financial Statements an amendment of Accounting Research Bulletin No. 51A (SFAS 160), which aims to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards surrounding noncontrolling interests, or minority interests, which are the portions of equity in
148
a subsidiary not attributable, directly or indirectly, to a parent. The ownership interests in subsidiaries held by parties other than the parent shall be clearly identified, labeled and presented in the consolidated statement of financial position within equity, but separate from the parents equity. The amount of consolidated net income attributable to the parent and to the noncontrolling interest must be clearly identified and presented on the face of the consolidated statement of income. Changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary must be accounted for consistently as equity transactions. A parents ownership interest in a subsidiary changes if the parent purchases additional ownership interests in its subsidiary or sells some of its ownership interests in its subsidiary and if the subsidiary reacquires some of its ownership interests or issues additional ownership interests. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary must be initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment. Entities must provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. We expect to adopt SFAS 160 effective January 1, 2009, and are currently evaluating the effects of SFAS 160 on our consolidated financial condition and results of operations.
Derivative Implementation Group Statement 133 Implementation Issue No. E23 Issues Involving the Application of the Shortcut Method under Paragraph 68
In December 2007, the FASB issued DIG Statement 133 Implementation Issue No. E23, Issues Involving the Application of the Shortcut Method under Paragraph 68 (DIG E23), which gives clarification to the application of the shortcut method of accounting for qualifying fair value hedging relationship involving an interest-bearing financial instrument and/or an interest rate swap, originally outlined in paragraph 68 in SFAS 133. DIG E23 clarifies that the shortcut method may be applied to a qualifying fair value hedge when the relationship is designated on the trade date of both the swap and the hedged item (for example, debt), even though the hedged item is not recognized for accounting purposes until the transaction settles (that is, until its settlement date), provided that the period of time between the trade date and the settlement date of the hedged item is within established conventions for that marketplace. DIG E23 also clarifies that Paragraph 68(b) is met for an interest rate swap that has a non-zero fair value at the inception of the hedging relationship provided that the swap was entered into at the hedges inception for a transaction price of zero and the non-zero fair value is due solely to the existence of a bid-ask spread in the entitys principal market (or most advantageous market, as applicable) under SFAS 157. The interest rate swap would be reported at its fair value as determined under SFAS 157. DIG E23 is effective for hedging relationships designated on or after January 1, 2008. The adoption of DIG E23 is not expected to have a material impact on our consolidated financial condition or results of operations.
FSP FAS140-3 - Accounting for Transfers of Financial Assets and Repurchase Financing Transactions
In February 2008, the FASB issued FSP No. FAS 140-3, Accounting for Transfers of Financial Assets and Repurchase Financing Transactions (FSP 140-3). The guidance in FSP 140-3 provides accounting and reporting standards for transfers of financial assets. This FSP applies to a repurchase financing, which is a repurchase agreement that relates to a previously transferred financial asset between the same counterparties (or consolidated affiliates of either counterparty), that is entered into contemporaneously with, or in contemplation of, the initial transfer. FSP 140-3 shall be effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years and shall be applied prospectively to initial transfers and repurchase financings for which the initial transfer is executed on or after the beginning of the fiscal year in which FSP 140-3 is initially applied. We are evaluating the expected effect on our consolidated financial condition and results of operations.
3. Acquisition and Dispositions
Acquisition
Jefferson-Pilot Merger
On April 3, 2006, we completed our merger with Jefferson-Pilot by acquiring 100% of the outstanding shares of Jefferson-Pilot in a transaction accounted for under the purchase method of accounting prescribed by SFAS 141. Jefferson-Pilots results of operations are included in our results of operations beginning on April 3, 2006. As a result of the merger, our product portfolio was expanded, and we now offer fixed and variable universal life, fixed annuities, including indexed annuities, variable annuities, mutual funds and institutional accounts, 401(k) and 403(b) offerings and group life, disability and dental insurance products.
SFAS 141 requires that the total purchase price be allocated to the assets acquired and liabilities assumed based on their fair values at the merger date.
149
The aggregate consideration paid for the merger (in millions, except share and per share data) was as follows:
Share
Amounts |
||||||
LNC common shares issued |
112,301,906 | |||||
Purchase price per share of LNC common share (1) |
$ | 48.98 | ||||
Fair value of common shares issued |
$ | 5,501 | ||||
Cash paid to Jefferson-Pilot shareholders |
1,800 | |||||
Fair value of Jefferson-Pilot stock options (2) |
151 | |||||
Transaction costs |
66 | |||||
Total purchase price |
$ | 7,518 | ||||
(1) |
The value of the shares of LNC common stock exchanged with Jefferson-Pilot shareholders was based upon the average of the closing prices of LNC common stock for the five day trading period ranging from two days before, to two days after, October 10, 2005, the date the merger was announced. |
(2) |
Includes certain stock options that vested immediately upon the consummation of the merger. Any future income tax deduction related to these vested stock options will be recognized on the option exercise date as an adjustment to the purchase price and recorded to goodwill. |
The fair value of Jefferson-Pilots specifically identifiable net assets acquired in the merger was $4.2 billion. Goodwill of $3.3 billion resulted from the excess of purchase price over the fair value of Jefferson-Pilots net assets. The amount of goodwill that was expected to be deductible for tax purposes was approximately $24 million. We paid a premium over the fair value of Jefferson-Pilots net assets for a number of potential strategic and financial benefits that are expected to be realized as a result of the merger including, but not limited to, the following:
|
Greater size and scale with improved earnings diversification and strong financial flexibility; |
|
Broader, more balanced product portfolio; |
|
Larger distribution organization; and |
|
Value creation opportunities through expense savings and revenue enhancements across business units. |
The following table summarizes the fair values of the net assets acquired (in millions) as of the acquisition date:
Fair Value | ||||
Investments |
$ | 27,910 | ||
Reinsurance recoverables |
1,296 | |||
Value of business acquired |
2,486 | |||
Goodwill |
3,324 | |||
Other assets |
1,693 | |||
Separate account assets |
2,574 | |||
Future contract benefits and other contract holder funds |
(26,641 | ) | ||
Long-term debt |
(905 | ) | ||
Income tax liabilities |
(782 | ) | ||
Accounts payable, accruals and other liabilities |
(863 | ) | ||
Separate account liabilities |
(2,574 | ) | ||
Total purchase price |
$ | 7,518 | ||
150
The goodwill (in millions) resulting from the merger was allocated to the following segments:
Goodwill | |||
Individual Markets: |
|||
Life Insurance |
$ | 1,346 | |
Annuities |
1,002 | ||
Total Individual Markets |
2,348 | ||
Employer Markets: Group Protection |
274 | ||
Lincoln Financial Media (1) |
702 | ||
Total goodwill |
$ | 3,324 | |
(1) |
Refer to Dispositions Discontinued Media Operations discussion below for information surrounding the elimination of the Lincoln Financial Media segment. |
Dispositions
Discontinued Media Operations
During the fourth quarter of 2007, we entered into a definitive agreement to sell our television broadcasting, Charlotte radio and sports programming businesses. These businesses were acquired as part of the Jefferson-Pilot merger on April 3, 2006. The divestiture of the sports programming business closed on November 30, 2007, and the Charlotte radio broadcasting business closed on January 31, 2008. The sale of the television broadcasting business is expected to close during the first quarter of 2008. Accordingly, the assets and liabilities of these businesses not sold have been reclassified as held-for-sale for all periods presented, and are reported within other assets and other liabilities on our Consolidated Balance Sheets. The major classes of assets and liabilities held-for-sale (in millions) were as follows:
As of December 31, | ||||||
2007 | 2006 | |||||
Goodwill |
$ | 340 | $ | 363 | ||
Specifically identifiable intangible assets |
266 | 278 | ||||
Other |
146 | 68 | ||||
Total assets held-for-sale |
$ | 752 | $ | 709 | ||
Liabilities held-for-sale |
$ | 354 | $ | 139 | ||
The results of operations of these businesses have been reclassified into income (loss) from discontinued operations for all applicable periods presented on our Consolidated Statements of Income. The amounts (in millions) related to operations of these businesses, included in income (loss) from discontinued operations, were as follows:
For the Years Ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
Discontinued Operations Before Disposal |
||||||||||
Communications revenues, net of agency commissions |
$ | 144 | $ | 101 | $ | | ||||
Income from discontinued operations before disposal, before federal income taxes |
$ | 46 | $ | 33 | $ | | ||||
Federal income taxes |
16 | 12 | | |||||||
Income from discontinued operations before disposal |
30 | 21 | | |||||||
Disposal |
||||||||||
Gain on disposal |
57 | | | |||||||
Federal income taxes |
193 | | | |||||||
Loss on disposal |
(136 | ) | | | ||||||
Income (loss) from discontinued operations |
$ | (106 | ) | $ | 21 | $ | | |||
Consequently, we have eliminated the Lincoln Financial Media segment and now report our remaining media properties within Other Operations for all periods presented.
151
The tax rate associated with the gain on disposal differs significantly from the amount computed by applying our U.S. federal income tax rate of 35% due primarily to the increase in taxable gain associated with the recognition of $363 million in basis difference attributable to goodwill.
Fixed Income Investment Management Business
During the fourth quarter of 2007, we sold certain institutional taxable fixed income business to an unaffiliated investment management company. Investment Management transferred $12.3 billion of assets under management as part of this transaction. Based upon the assets transferred as of October 31, 2007, the purchase price is expected to be no more than $49 million. We expect this transaction to decrease income from operations, relative to 2007, by approximately $3 million, after-tax, per quarter in 2008.
During the fourth quarter, we received $25 million of the purchase price, with additional scheduled payments over the next three years. We recorded an after-tax realized loss of $2 million on our Consolidated Statements of Income as a result of goodwill we attributed to this business. There were certain other pipeline accounts in process at the time of the transaction closing, and any adjustment to the purchase price, if necessary, will be determined at October 31, 2008.
4. Investments
Available-for-Sale Securities
The amortized cost, gross unrealized gains and losses and fair value of available-for-sale securities (in millions) were as follows:
As of December 31, 2007 | ||||||||||||
Amortized
Cost |
Gross Unrealized |
Fair
Value |
||||||||||
Gains | Losses | |||||||||||
Corporate bonds |
$ | 43,973 | $ | 1,120 | $ | 945 | $ | 44,148 | ||||
U.S. Government bonds |
205 | 17 | | 222 | ||||||||
Foreign government bonds |
979 | 67 | 9 | 1,037 | ||||||||
Asset and mortgage-backed securities: |
||||||||||||
Mortgage pass-through securities |
1,226 | 24 | 4 | 1,246 | ||||||||
Collateralized mortgage obligations |
6,721 | 78 | 130 | 6,669 | ||||||||
Commercial mortgage-backed securities |
2,711 | 49 | 70 | 2,690 | ||||||||
State and municipal bonds |
151 | 2 | | 153 | ||||||||
Redeemable preferred stocks |
103 | 9 | 1 | 111 | ||||||||
Total fixed maturity securities |
56,069 | 1,366 | 1,159 | 56,276 | ||||||||
Equity securities |
548 | 13 | 43 | 518 | ||||||||
Total available-for-sale securities |
$ | 56,617 | $ | 1,379 | $ | 1,202 | $ | 56,794 | ||||
As of December 31, 2006 | ||||||||||||
Amortized
Cost |
Gross Unrealized |
Fair
Value |
||||||||||
Gains | Losses | |||||||||||
Corporate bonds |
$ | 44,702 | $ | 1,080 | $ | 292 | $ | 45,490 | ||||
U.S. Government bonds |
256 | 8 | 1 | 263 | ||||||||
Foreign government bonds |
1,072 | 76 | 7 | 1,141 | ||||||||
Asset and mortgage-backed securities: |
||||||||||||
Mortgage pass-through securities |
603 | 3 | 6 | 600 | ||||||||
Collateralized mortgage obligations |
5,242 | 37 | 45 | 5,234 | ||||||||
Commercial mortgage-backed securities |
2,653 | 44 | 19 | 2,678 | ||||||||
Other asset-backed securities |
175 | 4 | | 179 | ||||||||
State and municipal bonds |
158 | 3 | 1 | 160 | ||||||||
Redeemable preferred stocks |
99 | 9 | | 108 | ||||||||
Total fixed maturity securities |
54,960 | 1,264 | 371 | 55,853 | ||||||||
Equity securities |
681 | 22 | 2 | 701 | ||||||||
Total available-for-sale securities |
$ | 55,641 | $ | 1,286 | $ | 373 | $ | 56,554 | ||||
152
The amortized cost and fair value of fixed maturity available-for-sale securities by contractual maturities (in millions) were as follows:
As of December 31, 2007 | ||||||
Amortized
Cost |
Fair
Value |
|||||
Due in one year or less |
$ | 2,271 | $ | 2,272 | ||
Due after one year through five years |
11,902 | 12,189 | ||||
Due after five years through ten years |
16,042 | 15,935 | ||||
Due after ten years |
15,196 | 15,275 | ||||
Subtotal |
45,411 | 45,671 | ||||
Asset and mortgage-backed securities |
10,658 | 10,605 | ||||
Total available-for-sale fixed maturity securities |
$ | 56,069 | $ | 56,276 | ||
Actual maturities may differ from contractual maturities because issuers may have the right to call or pre-pay obligations.
The fair value and gross unrealized losses of available-for-sale securities (in millions), aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, were as follows:
As of December 31, 2007 | ||||||||||||||||||
Less Than Or Equal
to Twelve Months |
Greater Than
Twelve Months |
Total | ||||||||||||||||
Fair
Value |
Gross
Unrealized Losses |
Fair
Value |
Gross
Unrealized Losses |
Fair
Value |
Gross
Unrealized Losses |
|||||||||||||
Corporate bonds |
$ | 11,540 | $ | 679 | $ | 4,467 | $ | 266 | $ | 16,007 | $ | 945 | ||||||
U.S. Government bonds |
| | 3 | | 3 | | ||||||||||||
Foreign government bonds |
95 | 4 | 51 | 4 | 146 | 8 | ||||||||||||
Asset and mortgage-backed securities: |
||||||||||||||||||
Mortgage pass-through securities |
32 | 1 | 193 | 4 | 225 | 5 | ||||||||||||
Collateralized mortgage obligations |
1,742 | 101 | 1,116 | 29 | 2,858 | 130 | ||||||||||||
Commercial mortgage-backed securities |
520 | 47 | 562 | 23 | 1,082 | 70 | ||||||||||||
State and municipal bonds |
29 | | 17 | | 46 | | ||||||||||||
Redeemable preferred stocks |
13 | 1 | | | 13 | 1 | ||||||||||||
Total fixed maturity securities |
13,971 | 833 | 6,409 | 326 | 20,380 | 1,159 | ||||||||||||
Equity securities |
402 | 42 | 8 | 1 | 410 | 43 | ||||||||||||
Total available-for-sale securities |
$ | 14,373 | $ | 875 | $ | 6,417 | $ | 327 | $ | 20,790 | $ | 1,202 | ||||||
Total number of securities in an unrealized loss position |
2,441 | |||||||||||||||||
153
As of December 31, 2006 | ||||||||||||||||||
Less Than Or Equal
to Twelve Months |
Greater Than
Twelve Months |
Total | ||||||||||||||||
Fair
Value |
Gross
Unrealized Losses |
Fair
Value |
Gross
Unrealized Losses |
Fair
Value |
Gross
Unrealized Losses |
|||||||||||||
Corporate bonds |
$ | 8,876 | $ | 119 | $ | 4,976 | $ | 173 | $ | 13,852 | $ | 292 | ||||||
U.S. Government bonds |
64 | 1 | 1 | | 65 | 1 | ||||||||||||
Foreign government bonds |
212 | 4 | 77 | 3 | 289 | 7 | ||||||||||||
Asset and mortgage-backed securities: |
||||||||||||||||||
Mortgage pass-through securities |
134 | 1 | 228 | 5 | 362 | 6 | ||||||||||||
Collateralized mortgage obligations |
1,304 | 9 | 1,323 | 36 | 2,627 | 45 | ||||||||||||
Commercial mortgage-backed securities |
473 | 3 | 664 | 16 | 1,137 | 19 | ||||||||||||
Other asset-backed securities |
13 | | 21 | | 34 | | ||||||||||||
State and municipal bonds |
20 | | 44 | 1 | 64 | 1 | ||||||||||||
Redeemable preferred stocks |
| | 1 | | 1 | | ||||||||||||
Total fixed maturity securities |
11,096 | 137 | 7,335 | 234 | 18,431 | 371 | ||||||||||||
Equity securities |
56 | 2 | | | 56 | 2 | ||||||||||||
Total available-for-sale securities |
$ | 11,152 | $ | 139 | $ | 7,335 | $ | 234 | $ | 18,487 | $ | 373 | ||||||
Total number of securities in an unrealized loss position |
2,213 | |||||||||||||||||
The fair value, gross unrealized losses (in millions) and number of available-for-sale securities, where the fair value had declined below amortized cost by greater than 20%, were as follows:
As of December 31, 2007 | ||||||||
Fair
Value |
Gross
Unrealized Losses |
Number
of Securities |
||||||
Less than six months |
$ | 136 | $ | 49 | 22 | |||
Six months or greater, but less than nine months |
427 | 138 | 32 | |||||
Nine months or greater, but less than twelve months |
364 | 110 | 17 | |||||
Twelve months or greater |
183 | 81 | 60 | |||||
Total available-for-sale securities |
$ | 1,110 | $ | 378 | 131 | |||
As of December 31, 2006 | ||||||||
Fair
Value |
Gross
Unrealized Losses |
Number
of Securities |
||||||
Less than six months |
$ | | $ | | 9 | |||
Six months or greater, but less than nine months |
| 1 | 4 | |||||
Nine months or greater, but less than twelve months |
| | 1 | |||||
Twelve months or greater |
9 | 3 | 13 | |||||
Total available-for-sale securities |
$ | 9 | $ | 4 | 27 | |||
As described more fully in Note 1, we regularly review our investment holdings for other-than-temporary impairments. Based upon this review, the cause of the decline being principally attributable to changes in interest rates and credit spreads during the holding period and our current ability and intent to hold securities in an unrealized loss position for a period of time sufficient for recovery, we believe that these securities were not other-than-temporarily impaired as of December 31, 2007 and 2006.
154
Trading Securities
Trading securities at fair value retained in connection with Modco and CFW reinsurance arrangements (in millions) consisted of the following:
As of December 31, | ||||||
2007 | 2006 | |||||
Corporate bonds |
$ | 1,999 | $ | 2,339 | ||
U.S. Government bonds |
367 | 332 | ||||
Foreign government bonds |
46 | 46 | ||||
Asset and mortgage-backed securities: |
||||||
Mortgage pass-through securities |
22 | 24 | ||||
Collateralized mortgage obligations |
160 | 118 | ||||
Commercial mortgage-backed securities |
107 | 138 | ||||
Other asset-backed securities |
| 8 | ||||
State and municipal bonds |
19 | 21 | ||||
Redeemable preferred stocks |
8 | 8 | ||||
Total fixed maturity securities |
2,728 | 3,034 | ||||
Equity securities |
2 | 2 | ||||
Total trading securities |
$ | 2,730 | $ | 3,036 | ||
The portion of market adjustment for trading securities still held as of December 31, 2007, 2006 and 2005 was a loss of $10 million, $53 million and $79 million, respectively.
Mortgage Loans on Real Estate
Mortgage loans on real estate principally involve commercial real estate. The commercial loans are geographically diversified throughout the United States with the
Net Investment Income
The major categories of net investment income (in millions) were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Available-for-sale fixed maturity securities |
$ | 3,411 | $ | 3,010 | $ | 2,034 | ||||||
Available-for-sale equity securities |
41 | 27 | 9 | |||||||||
Trading securities |
176 | 197 | 194 | |||||||||
Mortgage loans on real estate |
507 | 468 | 287 | |||||||||
Real estate |
56 | 56 | 50 | |||||||||
Policy loans |
175 | 159 | 118 | |||||||||
Invested cash |
73 | 91 | 53 | |||||||||
Other investments |
130 | 141 | 69 | |||||||||
Investment income |
4,569 | 4,149 | 2,814 | |||||||||
Investment expense |
(185 | ) | (168 | ) | (112 | ) | ||||||
Net investment income |
$ | 4,384 | $ | 3,981 | $ | 2,702 | ||||||
155
Realized Loss
The detail of the realized loss (in millions) was as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Fixed maturity securities available-for-sale: |
||||||||||||
Gross gains |
$ | 125 | $ | 132 | $ | 115 | ||||||
Gross losses |
(185 | ) | (103 | ) | (93 | ) | ||||||
Equity securities available-for-sale: |
||||||||||||
Gross gains |
8 | 2 | 8 | |||||||||
Gross losses |
(111 | ) | (3 | ) | (1 | ) | ||||||
Gain on other investments |
18 | 4 | 1 | |||||||||
Associated amortization of DAC, VOBA, DSI, DFEL and changes in other contract holder funds |
29 | (41 | ) | (52 | ) | |||||||
Total realized loss on investments, excluding trading securities |
(116 | ) | (9 | ) | (22 | ) | ||||||
Gain (loss) on derivative instruments, excluding reinsurance embedded derivatives |
(11 | ) | 2 | (1 | ) | |||||||
Associated amortization of DAC, VOBA, DSI, DFEL and changes in other contract holder funds |
1 | | 1 | |||||||||
Total realized loss on investments and derivative instruments |
(126 | ) | (7 | ) | (22 | ) | ||||||
Gain on reinsurance embedded derivative/trading securities |
2 | 4 | 5 | |||||||||
Gain on sale of subsidiaries/businesses |
6 | | 14 | |||||||||
Total realized loss |
$ | (118 | ) | $ | (3 | ) | $ | (3 | ) | |||
Write-downs for other-than-temporary impairments included in realized loss on investments above |
$ | (261 | ) | $ | (64 | ) | $ | (21 | ) | |||
Securities Lending
The carrying values of the securities pledged under securities lending agreements were $655 million and $1.0 billion as of December 31, 2007 and 2006. The fair values of these securities were $634 million and $989 million as of December 31, 2007 and 2006, respectively.
Reverse Repurchase Agreements
The carrying values of securities pledged under reverse repurchase agreements were $480 million as of December 31, 2007 and 2006. The fair values of these securities were $502 million and $500 million as of December 31, 2007 and 2006, respectively.
Investment Commitments
As of December 31, 2007, our investment commitments for fixed maturity securities (primarily private placements), limited partnerships, real estate and mortgage loans on real estate were $1.2 billion, which includes $281 million of standby commitments to purchase real estate upon completion and leasing.
Concentrations of Financial Instruments
As of December 31, 2007 and 2006, we did not have a significant concentration of financial instruments in a single investee, industry or geographic region of the U.S.
Credit-Linked Notes
As of December 31, 2007 and 2006, other contract holder funds on our Consolidated Balance Sheets included $1.2 billion and $700 million, respectively, outstanding in funding agreements of the Lincoln National Life Insurance Company (LNL). LNL invested the proceeds of $850 million received for issuing three funding agreements in 2006 and 2007 into three separate credit-linked notes originated by third party companies and $300 million of such agreements were assumed as a result of the merger of Jefferson-Pilot into LNL. The $850 million of credit-linked notes are classified as asset-backed securities and are included in our fixed maturity securities on our Consolidated Balance Sheets. The $300 million of investments which were assumed as a result of the merger were classified as corporate bonds and are included in our fixed maturity securities on our Consolidated Balance Sheets.
156
We earn a spread between the coupon received on the credit-linked note and the interest credited on the funding agreement. Our credit linked notes were created using a trust that combines highly rated assets with credit default swaps to produce a multi-class structured security. The asset backing two of these credit-linked notes is a mid-AA rated asset-backed security secured by a pool of credit card receivables. The third credit-linked note is backed by a pool of assets which are guaranteed by MBIA, Inc, a financial guarantor and are mid-AA rated. Our affiliate, Delaware Investments, actively manages the credit default swaps in the underlying portfolio.
Consistent with other debt market instruments, we are exposed to credit losses within the structure of the credit-linked notes, which could result in principal losses to our investments if the issuers of the debt market instruments default on their obligations. However, we have attempted to protect our investments from credit losses through the multi-tiered class structure of the credit-linked note, which requires the subordinated classes of the investment pool to absorb all of the initial credit losses. LNL owns the mezzanine tranche of these investments, which currently carries a mid-AA rating. To date, there have been no defaults in any of the underlying collateral pools. Similar to other debt market instruments our maximum principal loss is limited to our original investment of $850 million as of December 31, 2007.
The fair market value of these investments has declined, causing unrealized losses. As of December 31, 2007, we had unrealized losses of $190 million on the $850 million in credit linked notes. As described more fully in Note 1, we regularly review our investment holdings for other-than-temporary impairments. Based upon this review, we believe that these securities were not other-than-temporarily impaired as of December 31, 2007 and 2006.
The following summarizes information regarding our investments in these securities (dollars in millions):
Amount and Date of Issuance | |||||||||
$ 400
December 2006 |
$ 200
April 2007 |
$ 250
April 2007 |
|||||||
Amount of subordination (1) |
$ | 2,184 | $ | 410 | $ | 1,167 | |||
Maturity |
12/20/16 | 3/20/17 | 6/20/17 | ||||||
Current rating of tranche (1) |
AA | Aa2 | AA | ||||||
Number of entities (1) |
125 | 100 | 102 | ||||||
Number of countries (1) |
20 | 21 | 14 |
(1) |
As of December 31, 2007. |
5. Derivative Instruments
Types of Derivative Instruments and Derivative Strategies
We maintain an overall risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate risk, foreign currency exchange risk, equity market risk and credit risk. We assess these risks by continually identifying and monitoring changes in interest rate exposure, foreign currency exposure, equity market exposure and credit exposure that may adversely impact expected future cash flows and by evaluating hedging opportunities. Derivative instruments that are currently used as part of our interest rate risk management strategy include interest rate swaps, interest rate futures, interest rate caps and treasury locks. Derivative instruments that are used as part of our foreign currency risk management strategy include foreign currency swaps and foreign currency forwards. Call options on our stock, call options on the S&P 500 Index ® , total return swaps, variance swaps, equity collars, put options and equity futures are used as part of our equity market risk management strategy. We also use credit default swaps as part of our credit risk management strategy.
As of December 31, 2007 and 2006, we had derivative instruments that were designated and qualified as cash flow hedges and fair value hedges. We also had derivative instruments that were economic hedges, but were not designated as hedging instruments under SFAS 133. See Note 1 for a detailed discussion of the accounting treatment for derivative instruments.
Our derivative instruments are monitored by our risk management committee as part of that committees oversight of our derivative activities. Our risk management committee is responsible for implementing various hedging strategies that are developed through its analysis of financial simulation models and other internal and industry sources. The resulting hedging strategies are incorporated into our overall risk management strategies.
157
Our hedging strategy is designed to mitigate the risk and income statement volatility caused by changes in the equity markets, interest rates and volatility associated with the Lincoln SmartSecurit y ® Advantage GMWB feature, the 4LATER ® Advantage GIB feature and the i4LIFE ® Advantage GIB feature that is available in our variable annuity products. This GMWB feature offers the contract holder a guarantee equal to the initial deposit adjusted for any subsequent purchase payments or withdrawals. There are one-year and five-year step-up options, which allow the contract holder to step up the guarantee. GMWB features are considered to be derivatives under SFAS 133, resulting in the guarantees being recognized at estimated fair value, with changes in estimated fair value being reported in net income. The hedging strategy is designed such that changes in the value of the hedge contracts move in the opposite direction of changes in the value of the embedded derivative of the GMWB and GIB. As part of our current hedging program, contract holder behavior, available equity, interest rate and volatility in market conditions are monitored on a daily basis. We rebalance our hedge positions based upon changes in these factors as needed. While we actively manage our hedge positions, our hedge positions may not be totally effective to offset changes in assets and liabilities caused by movements in these factors due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets and interest rates, market volatility, contract holder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments, or our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off.
We have certain Modco and CFW reinsurance arrangements with embedded derivatives related to the withheld assets of the related funds. These derivatives are considered total return swaps with contractual returns that are attributable to various assets and liabilities associated with these reinsurance arrangements. Changes in the estimated fair value of these derivatives are recorded in net income as they occur. Offsetting these amounts are corresponding changes in the estimated fair value of trading securities in portfolios that support these arrangements.
We also distribute indexed annuity contracts. These contracts permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500 Index ® . Contract holders may elect to rebalance index options at renewal dates, either annually or biannually. At each renewal date, we have the opportunity to re-price the indexed component by establishing participation rates, subject to minimum guarantees. We purchase S&P 500 Index ® call options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. The mark-to-market of the options held impacts net investment income and generally offsets the change in value of the embedded derivative within the indexed annuity, which is recorded as a component of interest credited to contract holders. SFAS 133 requires that we calculate fair values of index options we may purchase in the future to hedge contract holder index allocations in future reset periods. These fair values represent an estimate of the cost of the options we will purchase in the future, discounted back to the date of the Consolidated Balance Sheet, using current market indicators of volatility and interest rates. Changes in the fair values of these liabilities are included in interest credited. The notional amounts of contract holder fund balances allocated to the equity-index options were $2.9 billion and $2.4 billion as of December 31, 2007 and 2006, respectively.
158
We have derivative instruments with off-balance-sheet risks whose notional or contract amounts exceed the credit exposure. Outstanding derivative instruments with off-balance-sheet risks, shown in notional amounts along with their carrying values and estimated fair values (in millions), were as follows:
As of December 31, | ||||||||||||||
Assets (Liabilities) | ||||||||||||||
Notional Amounts | Carrying or Fair Value | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||
Cash flow hedges |
||||||||||||||
Interest rate swap agreements |
$ | 1,371 | $ | 1,188 | $ | (5 | ) | $ | 8 | |||||
Foreign currency swaps |
366 | 86 | (17 | ) | (7 | ) | ||||||||
Call options (based on LNC stock) |
| | 1 | 4 | ||||||||||
Total cash flow hedges |
1,737 | 1,274 | (21 | ) | 5 | |||||||||
Fair value hedges |
||||||||||||||
Interest rate swap agreements |
375 | 100 | 22 | | ||||||||||
Equity collar |
49 | | 47 | | ||||||||||
Total fair value hedges |
424 | 100 | 69 | | ||||||||||
All other derivative instruments |
||||||||||||||
Interest rate cap agreements |
4,100 | 5,950 | 2 | 2 | ||||||||||
Interest rate futures |
259 | 2,897 | | | ||||||||||
Equity futures |
296 | 204 | | | ||||||||||
Interest rate swap agreements |
4,722 | | 41 | | ||||||||||
Credit default swaps |
60 | 20 | | | ||||||||||
Total return swaps |
126 | 110 | | | ||||||||||
Put options |
4,025 | 2,200 | 529 | 171 | ||||||||||
Call options (based on LNC stock) |
1 | 1 | 13 | 18 | ||||||||||
Call options (based on S&P 500 Index ® ) |
2,858 | 2,356 | 149 | 185 | ||||||||||
Variance swaps |
6 | | (4 | ) | | |||||||||
Total other derivative instruments |
16,453 | 13,738 | 730 | 376 | ||||||||||
Embedded derivatives per SFAS 133 |
| | (420 | ) | (142 | ) | ||||||||
Total derivative instruments (1) |
$ | 18,614 | $ | 15,112 | $ | 358 | $ | 239 | ||||||
(1) |
Total derivative instruments as of December 31, 2007 were composed of an asset of $807 million recorded in derivative investments, a $230 million liability recorded in other contract holder funds and a liability of $219 million recorded in reinsurance related derivative liability on our Consolidated Balance Sheets. Total derivative instruments as of December 31, 2006 were composed of an asset of $415 million recorded in derivative investments, a $52 million contra-liability recorded in future contract benefits and a liability of $228 million recorded in reinsurance related derivative liability on our Consolidated Balance Sheets. |
Derivative Instruments Designated as Cash Flow Hedges
We designate and account for the following as cash flow hedges, when they have met the requirements of SFAS 133; 1) interest rate swap agreements; 2) foreign currency swaps; 3) call options on LNC stock; 4) treasury lock agreements; and 5) forward-starting interest rate swaps. We recognized a gain (loss) of $(1) million and $1 million for the years ended December 31, 2007 and 2006, respectively, in net income as a component of realized investment gains and losses, related to the ineffective portion of cash flow hedges. We recognized a gain of $3 million, $1 million and $10 million for the years ended December 31, 2007, 2006 and 2005 respectively, in OCI related to the change in market value on derivative instruments that were designated and qualify as cash flow hedges.
Gains and losses on derivative contracts that qualify as cash-flow hedges are reclassified from accumulated OCI to current period earnings. As of December 31, 2007, $4 million of the deferred net gains on derivative instruments in accumulated OCI were expected to be reclassified to earnings during 2008. This reclassification is primarily due to the receipt of interest payments associated with variable rate securities and forecasted purchases, payment of interest on our senior debt, the receipt of interest payments associated with foreign currency securities, and the periodic vesting of stock appreciation rights (SARs).
159
For the years ended December 31, 2007, 2006 and 2005, there were no material reclassifications to earnings due to hedged firm commitments no longer deemed probable or due to hedged forecasted transactions that had not occurred by the end of the originally specified time period.
Interest Rate Swap Agreements
We use a portion of our interest rate swap agreements to hedge our exposure to floating rate bond coupon payments, replicating a fixed rate bond. An interest rate swap is a contractual agreement to exchange payments at one or more times based on the actual or expected price level, performance or value of one or more underlying interest rates. We are required to pay the counterparty the stream of variable interest payments based on the coupon payments from the hedged bonds, and in turn, receive a fixed payment from the counterparty, at a predetermined interest rate. The net receipts/payments from these interest rate swaps are recorded in net investment income. Gains or losses on interest rate swaps hedging our interest rate exposure on floating rate bond coupon payments are reclassified from accumulated OCI to net income as the related bond interest is accrued. The open interest rate swap positions as of December 31, 2007 expire in 2008 through 2026.
In addition, we use interest rate swap agreements to hedge our exposure to fixed rate bond coupon payments and the change in underlying asset values as interest rates fluctuate. The net receipts/payments from these interest rate swaps are recorded in net investment income. The open interest rate swap positions hedging asset values as of December 31, 2007 expire in 2014 through 2038.
Forward-Starting Interest Rate Swaps
During the year ended December 31, 2006, we entered into a series of forward-starting interest rate swaps to hedge the issuance of debt to finance the merger with Jefferson-Pilot. We were required to pay the counterparty(s) a predetermined fixed stream of payments in exchange for a floating rate stream from the counterparty. By doing so, we were able to hedge the exposure to fluctuations in interest rates prior to issuing the debt. The receipt from the termination of the forward-starting swaps is recorded in OCI and is reclassified from accumulated OCI to interest expense over the coupon-paying period of the related debt issuance. As of December 31, 2007 and 2006, we had no open forward-starting swaps hedging debt issuance.
We also use forward-starting interest rate swaps to hedge our exposure to interest rate fluctuations related to the forecasted purchase of assets for certain investment portfolios. The gains or losses resulting from the swap agreements are recorded in OCI. The gains or losses are reclassified from accumulated OCI to earnings over the life of the assets once the assets are purchased. The open interest rate swap positions hedging forecasted asset purchases as of December 31, 2007 expire in 2012 through 2019.
Foreign Currency Swaps
We use foreign currency swaps, which are traded over-the-counter, to hedge some of the foreign exchange risk of investments in fixed maturity securities denominated in foreign currencies. A foreign currency swap is a contractual agreement to exchange the currencies of two different countries at a specified rate of exchange in the future. Gains or losses on foreign currency swaps hedging foreign exchange risk exposure on foreign currency bond coupon payments are reclassified from accumulated OCI to net income as the related bond interest is accrued. The open foreign currency swap positions as of December 31, 2007 expire in 2014 through 2022.
Call Options (Based on LNC Stock)
We use call options on LNC stock to hedge the expected increase in liabilities arising from SARs granted on our stock. Upon option expiration, the payment, if any, is the increase in our stock price over the strike price of the option applied to the number of contracts. Call options hedging vested SARs are not eligible for hedge accounting and are marked-to-market through net income. Call options hedging non-vested SARs are eligible for hedge accounting and are accounted for as cash flow hedges of the forecasted vesting of the SARs liabilities. To the extent that the cash flow hedges are effective, changes in the fair value of the call options are recorded in accumulated OCI. Amounts recorded in OCI are reclassified to net income upon vesting of the related SARs. Our call option positions will be maintained until such time the related SARs are either exercised or expire and our SARs liabilities are extinguished. The SARs expire five years from the date of grant.
Treasury Lock Agreements
During the year ended December 31, 2005, we entered into a treasury lock to hedge the issuance of debt to finance the merger with Jefferson-Pilot. A treasury lock is an agreement that allows the holder to lock in a benchmark interest rate, so that if the benchmark interest rate increases, the holder is entitled to receive a payment from the counterparty to the agreement equal to the present value of the difference in the benchmark interest rate at the determination date and the locked-in benchmark interest rate. If the benchmark interest rate decreases, the holder must pay the counterparty to the agreement an amount equal to the present value of the difference in the benchmark interest rate at the determination date and the locked-in benchmark interest rate. The
160
receipt or payment from the termination of a treasury lock is recorded in OCI and is reclassified from accumulated OCI to interest expense over the coupon-paying period of the related senior debt. As of December 31, 2007 and 2006, we had no outstanding open treasury locks.
Derivative Instruments Designated as Fair Value Hedges
We designate and account for the following as fair value hedges, when they have met the requirements of SFAS 133: 1) interest rate swap agreements; and 2) equity collars. We recognized a loss of $10 million for the year ended December 31, 2007 in net income as a component of realized investment gains and losses related to fair value hedges. We recognized gains of $3 million for the years ended December 31, 2007 and 2006, in OCI related to the change in market value on derivative instruments that are designated and qualify as fair value hedges.
Interest Rate Swap Agreements
We use a portion of our interest rate swap agreements to hedge the risk of paying a higher fixed rate of interest on junior subordinated debentures issued to affiliated trusts and on senior debt than would be paid on long-term debt based on current interest rates in the marketplace. We are required to pay the counterparty a stream of variable interest payments based on the referenced index, and in turn, we receive a fixed payment from the counterparty at a predetermined interest rate. The net receipts/payments from these interest rate swaps are recorded as an adjustment to the interest expense for the debt being hedged. The changes in fair value of the interest rate swap are reported on our Consolidated Statements of Income in the period of change along with the offsetting changes in fair value of the debt being hedged. The open position as of December 31, 2007 expires in 2037.
Equity Collars
We used an equity collar on certain shares of our Bank of America (BOA) stock holdings. The equity collar is structured such that we purchased a put option on the BOA stock and simultaneously sold a call option with the identical maturity date as the put option. This effectively protects us from a price decline in the stock while allowing us to participate in some of the upside if the BOA stock appreciates over the time of the transaction. With the equity collar in place, we are able to pledge the BOA stock as collateral, which then allows us to advance a substantial portion of the stocks value, effectively monetizing the stock for liquidity purposes. The change in fair value of the equity collar is reported on our Consolidated Statements of Income in the period of change along with the offsetting changes (when applicable) in fair value of the stock being hedged. The open position as of December 31, 2007 expires in 2010.
All Other Derivative Instruments
We use various other derivative instruments for risk management and income generation purposes that either do not qualify for hedge accounting treatment or have not currently been designated by us for hedge accounting treatment.
Interest Rate Cap Agreements
The interest rate cap agreements entitle us to receive quarterly payments from the counterparties on specified future reset dates, contingent on future interest rates. For each cap, the amount of such quarterly payments, if any, is determined by the excess of a market interest rate over a specified cap rate, multiplied by the notional amount divided by four. The purpose of our interest rate cap agreement program is to provide a level of protection from the effect of rising interest rates for our annuity business, within both our Individual Markets and Employer Markets businesses. The interest rate cap agreements provide an economic hedge of the annuity line of business. However, the interest rate cap agreements do not qualify for hedge accounting under SFAS 133. The open interest rate cap agreements as of December 31, 2007 expire in 2008 through 2011.
Interest Rate Futures and Equity Futures
We use interest rate futures and equity futures contracts to hedge the liability exposure on certain options in variable annuity products. These futures contracts require payment between our counterparty and us on a daily basis for changes in the futures index price. Cash settlements on the change in market value of financial futures contracts, along with the resulting gains or losses, are recorded daily in net income as benefits on our Consolidated Statements of Income. The open positions as of December 31, 2007 expire in 2008.
161
Interest Rate Swap Agreements
We use interest rate swap agreements to hedge the liability exposure on certain options in variable annuity products. Cash settlements are recorded in net income as benefits on our Consolidated Statements of Income. The open interest rate swap positions hedging liability exposure as of December 31, 2007 expire in 2010 through 2037.
Foreign Currency Forward Contracts
We use foreign currency forward contracts to hedge dividends received from our U.K.-based subsidiary, Lincoln UK. The foreign currency forward contracts obligate us to deliver a specified amount of currency at a future date and a specified exchange rate. The contract does not qualify for hedge accounting under SFAS 133. Therefore, all gains or losses on the foreign currency forward contracts are recorded in net income as realized gains or losses on our Consolidated Statements of Income. As of December 31, 2007, there were no outstanding foreign currency forward contracts.
Credit Default Swaps
We buy credit default swaps to hedge against a drop in bond prices due to credit concerns of certain bond issuers. A credit default swap allows us to put the bond back to the counterparty at par upon a default event by the bond issuer. A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring. Our credit default swaps are not currently qualified for hedge accounting under SFAS 133, as amounts are insignificant. As of December 31, 2007, we had no outstanding purchased credit default swaps.
We also sell credit default swaps to offer credit protection to investors. The credit default swaps hedge the investor against a drop in bond prices due to credit concerns of certain bond issuers. A credit default swap allows the investor to put the bond back to us at par upon a default event by the bond issuer. A default event is defined as bankruptcy, failure to pay, obligation acceleration or restructuring. The open credit default swaps as of December 31, 2007 expire in 2010 through 2012.
Total Return Swaps
We use total return swaps to hedge a portion of the liability related to our deferred compensation plans. We receive the total return on a portfolio of indexes and pay a floating rate of interest. Cash settlements on the change in market value of the total return swaps along with the resulting gains or losses are recorded in net income as underwriting, acquisition, insurance and other expenses on our Consolidated Statements of Income. The open return swaps as of December 31, 2007 expire in 2009.
Put Options
We use put options to hedge the liability exposure on certain options in variable annuity products. Put options are contracts that require counterparties to pay us at a specified future date the amount, if any, by which a specified equity index is less than the strike rate stated in the agreement, applied to a notional amount. Cash settlements on the change in market value of the put options along with the resulting gains or losses are recorded in net income as benefits on our Consolidated Statements of Income. The open positions as of December 31, 2007 expire in 2010 through 2020.
Call Options (based on LNC stock)
We use call options on our stock to hedge the expected increase in liabilities arising from SARs granted on our stock. Call options hedging vested SARs are not eligible for hedge accounting treatment under SFAS 133. Mark-to-market changes are recorded in net income in underwriting, acquisition, insurance and other expenses on our Consolidated Statements of Income.
Call Options (based on S&P 500 Index ® )
We use index annuity contracts to permit the holder to elect an interest rate return or an equity market component, where interest credited to the contracts is linked to the performance of the S&P 500 Index ® . Contract holders may elect to rebalance index options at renewal dates, either annually or biannually. At each renewal date, we have the opportunity to re-price the indexed component by establishing participation rates, subject to minimum guarantees. We purchase call options that are highly correlated to the portfolio allocation decisions of our contract holders, such that we are economically hedged with respect to equity returns for the current reset period. The mark-to-market of the options held impacts net investment income and generally offsets the change in value of the embedded derivative within the indexed annuity, which is recorded as a component of interest credited on our Consolidated Statements of Income. The open positions as of December 31, 2007 expire in 2008 through 2009.
We also calculate fair values of index options we may purchase in the future to hedge contract holder index allocations in future reset periods. These fair values represent an estimate of the cost of the options we will purchase in the future, discounted back to
162
the date of the Consolidated Balance Sheets, using current market indicators of volatility and interest rates. Changes in the fair values of these liabilities are included as a component of interest credited on our Consolidated Statements of Income.
Variance Swaps
We use variance swaps to hedge the liability exposure on certain options in variable annuity products. Variance swaps are contracts entered into at no cost and whose payoff is the difference between the realized variance of an underlying index and the fixed variance rate determined at inception. Cash settlements are recorded in net income as benefits on our Consolidated Statements of Income. The open positions as of December 31, 2007 expire in 2017.
Embedded Derivatives
Deferred Compensation Plans
We have certain deferred compensation plans that have embedded derivative instruments. The liability related to these plans varies based on the investment options selected by the participants. The liability related to certain investment options selected by the participants is marked-to-market through net income in underwriting, acquisition, insurance and other expenses on our Consolidated Statements of Income.
Modco and CFW Arrangements
We are involved in various Modco and CFW reinsurance arrangements that have embedded derivatives. The change in fair value of the embedded derivatives, as well as the gains or losses on trading securities supporting these arrangements, are recorded in net income as realized gains or losses on our Consolidated Statements of Income.
Variable Annuity Products
We have certain variable annuity products with GMWB and GIB features that are embedded derivatives. The change in fair value of the embedded derivatives flows through net income as benefits on our Consolidated Statements of Income. As of December 31, 2007 and 2006, we had approximately $18.9 billion and $13.2 billion, respectively, of separate account values that were attributable to variable annuities with a GMWB feature. As of December 31, 2007 and 2006, we had approximately $4.9 billion and $2.7 billion, respectively, of separate account values that were attributable to variable annuities with a GIB feature. All of the outstanding contracts with a GIB feature are still in the accumulation phase.
We implemented a hedging strategy designed to mitigate the income statement volatility caused by changes in the equity markets, interest rates, and volatility associated with GMWB and GIB features. The hedging strategy is designed such that changes in the value of the hedge contracts move in the opposite direction of changes in the value of the embedded derivatives of the GMWB and GIB contracts subject to the hedging strategy. While we actively manage our hedge positions, these hedge positions may not be totally effective in offsetting changes in the embedded derivative due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets and interest rates, market volatility, contract holder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments and our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off.
Available-For-Sale Securities
We own various debt securities that either: 1) contain call options to exchange the debt security for other specified securities of the borrower, usually common stock; or 2) contain call options to receive the return on equity-like indexes. These embedded derivatives have not been qualified for hedge accounting treatment under SFAS 133; therefore, the change in fair value of the embedded derivatives flows through net investment income.
Additional Derivative Information
Income other than realized gains and losses for the agreements and contracts described above amounted to $150 million, $27 million and $28 million during the years ended December 31, 2007, 2006 and 2005, respectively.
We have used certain other derivative instruments in the past for hedging purposes. Although other derivative instruments may have been used in the past, derivative types that were not outstanding from January 1, 2005 through December 31, 2007 are not discussed in this disclosure.
163
Credit Risk
We are exposed to credit loss in the event of nonperformance by our counterparties on various derivative contracts. However, we do not anticipate nonperformance by any of the counterparties. The credit risk associated with such agreements is minimized by purchasing such agreements from financial institutions with long-standing, superior performance records. Additionally, we maintain a policy of requiring all derivative contracts to be governed by an International Swaps and Derivatives Association (ISDA) Master Agreement. We and our insurance subsidiaries are required to maintain minimum ratings as a matter of routine practice in negotiating ISDA agreements. Under some ISDA agreements, our insurance subsidiaries have agreed to maintain certain financial strength or claims-paying ratings. A downgrade below these levels could result in termination of the derivatives contract, at which time any amounts payable by us would be dependent on the market value of the underlying derivative contract. In certain transactions, we and the counterparty have entered into a collateral support agreement requiring us to post collateral upon significant downgrade. We do not believe the inclusion of termination or collateralization events pose any material threat to the liquidity position of any insurance subsidiary of the Company. The amount of such exposure is essentially the net replacement cost or market value less collateral held for such agreements with each counterparty if the net market value is in our favor. As of December 31, 2007 and 2006, the exposure was $781 million and $346 million, respectively.
6. Federal Income Taxes
The federal income tax expense on continuing operations (in millions) was as follows:
For the Years Ended December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Current |
$ | 499 | $ | 270 | $ | 176 | |||
Deferred |
54 | 213 | 68 | ||||||
Total federal income tax expense |
$ | 553 | $ | 483 | $ | 244 | |||
The effective tax rate on pre-tax income from continuing operations was lower than the prevailing corporate federal income tax rate. Included in tax-preferred investment income was a separate account dividend received deduction benefit of $88 million, $80 million and $55 million for the years ended December 31, 2007, 2006 and 2005, respectively, exclusive of any prior years tax return resolution.
A reconciliation of the effective tax rate differences (dollars in millions) was as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Tax rate of 35% times pre-tax income |
$ | 656 | $ | 622 | $ | 376 | ||||||
Effect of: |
||||||||||||
Tax-preferred investment income |
(105 | ) | (98 | ) | (69 | ) | ||||||
Tax credits |
(21 | ) | (23 | ) | (14 | ) | ||||||
Change in valuation allowance |
| | (47 | ) | ||||||||
Goodwill |
5 | | | |||||||||
Other items |
18 | (18 | ) | (2 | ) | |||||||
Provision for income taxes |
$ | 553 | $ | 483 | $ | 244 | ||||||
Effective tax rate |
30 | % | 27 | % | 23 | % | ||||||
The federal income tax liability (in millions), which is included in other liabilities on our Consolidated Balance Sheets, was as follows:
As of December 31, | ||||||
2007 | 2006 | |||||
Current |
$ | 630 | $ | 81 | ||
Deferred |
308 | 796 | ||||
Total federal income tax liability |
$ | 938 | $ | 877 | ||
164
Significant components of our deferred tax assets and liabilities (in millions) were as follows:
As of December 31, | ||||||
2007 | 2006 | |||||
Deferred Tax Assets |
||||||
Future contract benefits and other contract holder funds |
$ | 2,041 | $ | 1,493 | ||
Reinsurance deferred gain |
244 | 265 | ||||
Net operating loss carryforwards |
| 21 | ||||
Modco embedded derivative |
77 | 80 | ||||
Postretirement benefits other than pensions |
14 | 18 | ||||
Compensation and benefit plans |
236 | 231 | ||||
Ceding commission asset |
7 | 9 | ||||
Other |
42 | 120 | ||||
Total deferred tax assets |
2,661 | 2,237 | ||||
Deferred Tax Liabilities |
||||||
DAC |
2,018 | 1,556 | ||||
VOBA |
589 | 619 | ||||
Net unrealized gain on available-for-sale securities |
45 | 329 | ||||
Net unrealized gain on trading securities |
76 | 80 | ||||
Investments |
55 | 201 | ||||
Intangibles |
130 | 122 | ||||
Other |
56 | 126 | ||||
Total deferred tax liabilities |
2,969 | 3,033 | ||||
Net deferred tax liability |
$ | 308 | $ | 796 | ||
We are required to establish a valuation allowance for any gross deferred tax assets that are unlikely to reduce taxes payable in future years tax returns. As of December 31, 2007 and 2006, we concluded that it was more likely than not that all gross deferred tax assets will reduce taxes payable in future years. Our federal income tax liability as of December 31, 2004 included a valuation allowance of $47 million attributable to the net operating losses of our foreign life reinsurance subsidiary domiciled in Barbados. This valuation allowance was reduced to zero as of December 31, 2005.
We have made the decision not to permanently reinvest earnings in Lincoln National (UK) Plc. Full U.S. deferred taxes applicable to any un-repatriated earnings have been recorded.
Under prior federal income tax law, one-half of the excess of a life insurance companys income from operations over its taxable investment income was not taxed, but was set aside in a special tax account designated as Policyholders Surplus. On October 22, 2004, President Bush signed into law the American Jobs Creation Act of 2004. In 2005 and 2006, the additional tax imposed on distributions from the special tax account, Policyholders Surplus, is suspended. In addition, the statute provides that distributions made during the two-year suspension period will first reduce the Policyholders Surplus account balance. The life insurance subsidiaries dividend activity for 2005 and 2006 was sufficient to eliminate the account balance during the suspension period.
As discussed in Note 2, we adopted FIN 48 on January 1, 2007 and had unrecognized tax benefits of $309 million, of which $174 million, if recognized, would impact our income tax expense and our effective tax rate. We anticipate a change to our unrecognized tax benefits within the next 12 months in the range of none to $12 million.
165
A reconciliation of the unrecognized tax benefits (in millions) was as follows:
For the Year Ended
December 31, 2007 |
||||
Balance at beginning-of-year |
$ | 309 | ||
Increases for prior year tax positions |
7 | |||
Decreases for prior year tax positions |
(1 | ) | ||
Increases for current year tax positions |
21 | |||
Decreases for current year tax positions |
(7 | ) | ||
Balance at end-of-year |
$ | 329 | ||
We recognize interest and penalties accrued, if any, related to unrecognized tax benefits as a component of tax expense. During the years ended December 31, 2007, 2006 and 2005, we recognized interest and penalty expense related to uncertain tax positions of $21 million, $14 million and $3 million, respectively. We had accrued interest and penalty expense related to the unrecognized tax benefits of $72 million and $51 million as of December 31, 2007 and 2006, respectively.
We are subject to
annual tax examinations from the Internal Revenue Service (IRS). During the first quarter of 2006, the IRS completed its examination for the tax years 1999 through 2002 with assessments resulting in a payment that was not material to our
consolidated results of operations. In addition to taxes assessed and interest, the payment included a deposit relating to a portion of the assessment, which we continue to challenge. We believe this portion of the assessment is inconsistent with
existing law and are protesting it through the established IRS appeals process. We do not anticipate that any adjustments that might result from such audits would be material to our consolidated results of operations or financial condition. The
Jefferson-Pilot subsidiaries acquired in the April 2006 merger are subject to a separate IRS examination cycle. During the second quarter of 2006, the IRS completed its examinations for the tax years 2000-2003 of Jefferson-Pilot Corporation and its
subsidiaries, resulting in a refund that was not material to our consolidated results of operations. We are currently under audit by the IRS for years 2003 and 2004. For the former Jefferson-Pilot Corporation and its subsidiaries, the IRS will
7. DAC, VOBA and DSI
Changes in DAC (in millions) were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Balance at beginning-of-year |
$ | 5,116 | $ | 4,164 | $ | 3,495 | ||||||
Cumulative effect of adoption of SOP 05-1 |
(31 | ) | | | ||||||||
Deferrals |
2,012 | 1,482 | 938 | |||||||||
Amortization, net of interest: |
||||||||||||
Unlocking |
35 | 43 | 110 | |||||||||
Other amortization |
(782 | ) | (687 | ) | (584 | ) | ||||||
Adjustment related to realized (gains) losses on available-for-sale securities and derivatives |
49 | (38 | ) | (48 | ) | |||||||
Adjustment related to unrealized losses on available-for-sale securities and derivatives |
103 | 86 | 313 | |||||||||
Foreign currency translation adjustment |
8 | 66 | (60 | ) | ||||||||
Balance at end-of-year |
$ | 6,510 | $ | 5,116 | $ | 4,164 | ||||||
For the year ended December 31, 2007, the unlocking total includes $34 million in prospective unlocking from updates to assumptions for experience, $(56) million in model refinements and $57 million in retrospective unlocking. For the year ended December 31, 2006, the unlocking total includes $8 million in prospective unlocking from updates to assumptions for experience, $(6) million in model refinements and $41 million in retrospective unlocking. For the year ended December 31, 2005, the unlocking total includes $108 million in prospective unlocking from updates to assumptions for experience, $(26) million in model refinements and $28 million in retrospective unlocking.
166
Changes in VOBA (in millions) were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Balance at beginning-of-year |
$ | 3,304 | $ | 999 | $ | 1,095 | ||||||
Cumulative effect of adoption of SOP 05-1 |
(35 | ) | | | ||||||||
Business acquired |
14 | 2,478 | | |||||||||
Deferrals |
46 | 96 | | |||||||||
Amortization: |
||||||||||||
Unlocking |
18 | (5 | ) | (2 | ) | |||||||
Other amortization |
(443 | ) | (370 | ) | (128 | ) | ||||||
Accretion of interest |
143 | 128 | 63 | |||||||||
Adjustment related to realized gains on available-for-sale securities and derivatives |
(6 | ) | (9 | ) | | |||||||
Adjustment related to unrealized (gains) losses on available-for-sale securities and derivatives |
24 | (48 | ) | | ||||||||
Foreign currency translation adjustment |
5 | 35 | (29 | ) | ||||||||
Balance at end-of-year |
$ | 3,070 | $ | 3,304 | $ | 999 | ||||||
For the year ended December 31, 2007, the unlocking total includes $15 million in prospective unlocking from updates to assumptions for experience, $(7) million in model refinements and $10 million in retrospective unlocking. For the year ended December 31, 2006, the unlocking total includes $(5) million in prospective unlocking from updates to assumptions for experience. For the year ended December 31, 2005, the unlocking total includes $9 million in prospective unlocking from updates to assumptions for experience and $(11) million in retrospective unlocking.
Estimated future amortization of VOBA, net of interest (in millions), as of December 31, 2007 was as follows:
2008 |
$ | 286 | |
2009 |
261 | ||
2010 |
246 | ||
2011 |
220 | ||
2012 |
202 | ||
Thereafter |
1,879 | ||
Total |
$ | 3,094 | |
Changes in DSI (in millions) were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Balance at beginning-of-year |
$ | 194 | $ | 129 | $ | 85 | ||||||
Cumulative effect of adoption of SOP 05-1 |
(3 | ) | | | ||||||||
Deferral |
117 | 86 | 60 | |||||||||
Amortization, net of interest: |
||||||||||||
Unlocking |
2 | 4 | 3 | |||||||||
Other amortization |
(31 | ) | (25 | ) | (19 | ) | ||||||
Balance at end-of-year |
$ | 279 | $ | 194 | $ | 129 | ||||||
For the year ended December 31, 2007, the unlocking total includes $2 million in prospective unlocking from updates to assumptions for experience, $(1) million in model refinements and $1 million in retrospective unlocking. For the year ended December 31, 2006, the unlocking total includes $1 million in prospective unlocking from updates to assumptions for experience and $3 million in retrospective unlocking. For the year ended December 31, 2005, the unlocking total includes $2 million in prospective unlocking from updates to assumptions for experience and $1 million in retrospective unlocking.
167
8. Reinsurance
Reinsurance transactions included in insurance premiums (in millions), excluding amounts attributable to the indemnity reinsurance transaction with Swiss Re Life & Health America, Inc. (Swiss Re), were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Reinsurance assumed |
$ | 12 | $ | 8 | $ | 1 | ||||||
Reinsurance ceded |
(952 | ) | (831 | ) | (612 | ) | ||||||
Net reinsurance premiums and fees |
$ | (940 | ) | $ | (823 | ) | $ | (611 | ) | |||
Reinsurance recoveries netted against benefits |
$ | 1,037 | $ | 927 | $ | 647 | ||||||
Our insurance companies cede insurance to other companies. The portion of risks exceeding each companys retention limit is reinsured with other insurers. We seek reinsurance coverage within the businesses that sell life insurance in order to limit our exposure to mortality losses and enhance our capital management.
Under our reinsurance program, we reinsure approximately 45% to 50% of the mortality risk on newly issued non-term life insurance contracts and approximately 40% to 45% of total mortality risk including term insurance contracts. Our policy for this program is to retain no more than $10 million on a single insured life issued on fixed and variable universal life insurance contracts. Additionally, the retention per single insured life for term life insurance and for corporate owned life insurance is $2 million for each type of insurance. Portions of our deferred annuity business have been reinsured on a Modco basis with other companies to limit our exposure to interest rate risks. As of December 31, 2007, the reserves associated with these reinsurance arrangements totaled $1.3 billion. To cover products other than life insurance, we acquire other insurance coverages with retentions and limits.
We obtain reinsurance from a diverse group of reinsurers, and we monitor concentration as well as financial strength ratings of our principal reinsurers. Our reinsurance operations were acquired by Swiss Re in December 2001, through a series of indemnity reinsurance transactions. Swiss Re represents our largest reinsurance exposure. Under the indemnity reinsurance agreements, Swiss Re reinsured certain of our liabilities and obligations. As we are not relieved of our legal liability to the ceding companies, the liabilities and obligations associated with the reinsured contracts remain on our Consolidated Balance Sheets with a corresponding reinsurance receivable from Swiss Re, which totaled $4.3 billion as of December 31, 2007. Swiss Re has funded a trust, with a balance of $1.8 billion as of December 31, 2007, to support this business. In addition to various remedies that we would have in the event of a default by Swiss Re, we continue to hold assets in support of certain of the transferred reserves. These assets consist of those reported as trading securities and certain mortgage loans. Our liabilities for funds withheld and embedded derivatives as of December 31, 2007, included $2.1 billion and $0.2 billion, respectively, related to the business reinsured by Swiss Re.
We recorded the gain related to the indemnity reinsurance transactions on the business sold to Swiss Re as a deferred gain in the liability section of our Consolidated Balance Sheets in accordance with the requirements of SFAS No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts (SFAS 113). The deferred gain is being amortized into income at the rate that earnings on the reinsured business are expected to emerge, over a period of 15 years. During 2007, 2006 and 2005 we amortized $55 million, $50 million and $50 million, after-tax, respectively, of deferred gain on the sale of the reinsurance operation.
Because of ongoing uncertainty related to personal accident business, the reserves related to these exited business lines carried on our Consolidated Balance Sheets as of December 31, 2007, may ultimately prove to be either excessive or deficient. For instance, in the event that future developments indicate that these reserves should be increased, under SFAS 113 LNC would record a current period non-cash charge to record the increase in reserves. Because Swiss Re is responsible for paying the underlying claims to the ceding companies, we would record a corresponding increase in reinsurance recoverable from Swiss Re. However, SFAS 113 does not permit us to take the full benefit in earnings for the recording of the increase in the reinsurance recoverable in the period of the change. Rather, we would increase the deferred gain recognized upon the closing of the indemnity reinsurance transaction with Swiss Re and would report a cumulative amortization catch-up adjustment to the deferred gain balance as increased earnings recognized in the period of change. Any amount of additional increase to the deferred gain above the cumulative amortization catch-up adjustment must continue to be deferred and will be amortized into income in future periods over the remaining period of expected run-off of the underlying business. We would not transfer any cash to Swiss Re as a result of these developments.
In the second quarter of 2007, we recognized increased reserves on the business sold and recognized a deferred gain that is being amortized into income at the rate that earnings are expected to emerge within a 15 year period. This adjustment resulted in a non-cash charge of $13 million, after-tax, to increase reserves, which was partially offset by a cumulative catch-up adjustment to the deferred gain amortization of $5 million, after-tax, for a total decrease to net income of $8 million. The impact of the accounting for reserve adjustments related to this reinsurance treaty is excluded from our definition of income from operations.
168
9. Goodwill and Specifically Identifiable Intangible Assets
The changes in the carrying amount of goodwill (in millions) by reportable segment were as follows:
For the Year Ended December 31, 2007 | |||||||||||||||||
Balance At
Beginning- of-Year |
Purchase
Accounting Adjustments |
Dispositions |
Foreign
Currency Translation Adjustment |
Balance
At End- of- Year |
|||||||||||||
Individual Markets: |
|||||||||||||||||
Life Insurance |
$ | 2,181 | $ | 20 | $ | | $ | | $ | 2,201 | |||||||
Annuities |
1,032 | 14 | | | 1,046 | ||||||||||||
Employer Markets: |
|||||||||||||||||
Retirement Products |
20 | | | | 20 | ||||||||||||
Group Protection |
281 | (7 | ) | | | 274 | |||||||||||
Investment Management |
262 | | (15 | ) | | 247 | |||||||||||
Lincoln UK |
17 | | | | 17 | ||||||||||||
Other Operations |
344 | (5 | ) | | | 339 | |||||||||||
Total goodwill |
$ | 4,137 | $ | 22 | $ | (15 | ) | $ | | $ | 4,144 | ||||||
For the Year Ended December 31, 2006 | |||||||||||||||||
Balance At
Beginning- of-Year |
Purchase
Accounting Adjustments |
Dispositions |
Foreign
Currency Translation Adjustment |
Balance
At End- of-Year |
|||||||||||||
Individual Markets: |
|||||||||||||||||
Life Insurance |
$ | 855 | $ | 1,326 | $ | | $ | | $ | 2,181 | |||||||
Annuities |
44 | 988 | | | 1,032 | ||||||||||||
Employer Markets: |
|||||||||||||||||
Retirement Products |
20 | | | | 20 | ||||||||||||
Group Protection |
| 281 | | | 281 | ||||||||||||
Investment Management |
261 | 1 | | | 262 | ||||||||||||
Lincoln UK |
14 | | | 3 | 17 | ||||||||||||
Other Operations |
| 344 | | | 344 | ||||||||||||
Total goodwill |
$ | 1,194 | $ | 2,940 | $ | | $ | 3 | $ | 4,137 | |||||||
169
The gross carrying amounts and accumulated amortization (in millions) for each major specifically identifiable intangible asset class by reportable segment were as follows:
As of December 31, | ||||||||||||
2007 | 2006 | |||||||||||
Gross
Carrying Amount |
Accumulated
Amortization |
Gross
Carrying Amount |
Accumulated
Amortization |
|||||||||
Individual Markets Life Insurance: |
||||||||||||
Sales force |
$ | 100 | $ | 7 | $ | 100 | $ | 3 | ||||
Employer Markets Retirement Products: |
||||||||||||
Mutual fund contract rights (1) |
3 | | | | ||||||||
Investment Management: |
||||||||||||
Client lists |
92 | 90 | 92 | 85 | ||||||||
Other (1) |
3 | | 2 | | ||||||||
Other Operations: |
||||||||||||
FCC licenses (1) |
384 | | 384 | | ||||||||
Other |
4 | 3 | 4 | 2 | ||||||||
Total |
$ | 586 | $ | 100 | $ | 582 | $ | 90 | ||||
(1) |
No amortization recorded as the intangible asset has indefinite life. |
Future estimated amortization of specifically identifiable intangible assets (in millions) as of December 31, 2007 was as follows:
2008 |
$ | 6 | |
2009 |
4 | ||
2010 |
4 | ||
2011 |
4 | ||
2012 |
4 | ||
Thereafter |
74 | ||
Total |
$ | 96 | |
See Note 3 for goodwill and specifically identifiable intangible assets included within discontinued operations.
10. Separate Accounts and Guaranteed Benefit Features
We issue variable contracts through our separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder (traditional variable annuities). We also issue variable annuity and life contracts through separate accounts that include various types of GMDB, GMWB and GIB features. The GMDB features include those where we contractually guarantee to the contract holder either ( a ) return of no less than total deposits made to the contract less any partial withdrawals (return of net deposits), ( b ) total deposits made to the contract less any partial withdrawals plus a minimum return (minimum return), or ( c ) the highest contract value on any contract anniversary date through age 80 minus any payments or withdrawals following the contract anniversary (anniversary contract value).
170
Information in the event of death on the GMDB features outstanding (dollars in millions) was as follows (our variable contracts with guarantees may offer more than one type of guarantee in each contract; therefore, the amounts listed are not mutually exclusive):
For the Years
Ended December 31, |
||||||||
2007 | 2006 | |||||||
Return of Net Deposits |
||||||||
Separate account value |
$ | 44,833 | $ | 38,306 | ||||
Net amount at risk (1) |
93 | 65 | ||||||
Average attained age of contract holders |
55 years | 54 years | ||||||
Minimum Return |
||||||||
Separate account value |
$ | 355 | $ | 405 | ||||
Net amount at risk (1) |
25 | 34 | ||||||
Average attained age of contract holders |
68 years | 67 years | ||||||
Guaranteed minimum return |
5 | % | 5 | % | ||||
Anniversary Contract Value |
||||||||
Separate account value |
$ | 25,537 | $ | 22,487 | ||||
Net amount at risk (1) |
359 | 193 | ||||||
Average attained age of contract holders |
64 years | 64 years |
(1) |
Represents the amount of death benefit in excess of the current account balance at the balance sheet date. |
The determination of GMDB liabilities is based on models that involve a range of scenarios and assumptions, including those regarding expected market rates of return and volatility, contract surrender rates and mortality experience. The following summarizes the balances of and changes in the liabilities for GMDB (in millions), which were recorded in future contract benefits on our Consolidated Balance Sheets:
For the Years Ended
December 31, |
||||||||
2007 | 2006 | |||||||
Balance at beginning-of-year |
$ | 23 | $ | 15 | ||||
Cumulative effect of adoption of SOP 05-1 |
(4 | ) | | |||||
Changes in reserves |
25 | 14 | ||||||
Benefits paid |
(6 | ) | (6 | ) | ||||
Balance at end-of-year |
$ | 38 | $ | 23 | ||||
The changes to the benefit reserves amounts above are reflected in benefits on our Consolidated Statements of Income.
Also included in benefits are the results of the hedging program, which included losses of $2 million and $5 million for GMDB in 2007 and 2006, respectively. We utilize a delta hedging strategy for variable annuity products with a GMDB feature, which uses futures on U.S.-based equity market indices to hedge against movements in equity markets. The hedging strategy is designed so that changes in the value of the hedge contracts move in the opposite direction of equity market driven changes in the reserve for GMDB contracts subject to the hedging strategy. While we actively manage our hedge positions, these hedge positions may not be totally effective to offset changes in the reserve due to, among other things, differences in timing between when a market exposure changes and corresponding changes to the hedge positions, extreme swings in the equity markets and interest rates, market volatility, contract holder behavior, divergence between the performance of the underlying funds and the hedging indices, divergence between the actual and expected performance of the hedge instruments or our ability to purchase hedging instruments at prices consistent with our desired risk and return trade-off.
171
Account balances of variable annuity contracts with guarantees (in millions) were invested in separate account investment options as follows:
As of
December 31, |
||||||||
2007 | 2006 | |||||||
Asset Type |
||||||||
Domestic equity |
$ | 44,982 | $ | 39,260 | ||||
International equity |
8,076 | 5,905 | ||||||
Bonds |
8,034 | 6,399 | ||||||
Money market |
6,545 | 5,594 | ||||||
Total |
$ | 67,637 | $ | 57,158 | ||||
Percent of total variable annuity separate account values |
97 | % | 87 | % |
11. Other Contract Holder Funds
Details of other contract holder funds (in millions) were as follows:
As of
December 31, |
||||||
2007 | 2006 | |||||
Account values and other contract holder funds |
$ | 58,155 | $ | 57,373 | ||
Deferred front-end loads |
1,183 | 977 | ||||
Contract holder dividends payable |
524 | 531 | ||||
Premium deposit funds |
140 | 162 | ||||
Undistributed earnings on participating business |
95 | 102 | ||||
Total other contract holder funds |
$ | 60,097 | $ | 59,145 | ||
172
12. Short-Term and Long-Term Debt
We have issued various types of long-term debt. Of the long-term debt issued, unsecured senior debt, which consists of senior notes, fixed rate notes and other notes with varying interest rates, ranks highest in priority, followed by junior subordinated debentures and capital securities.
Details underlying short-term and long-term debt (in millions) were as follows:
As of
December 31, |
||||||
2007 | 2006 | |||||
Short-Term Debt |
||||||
Commercial paper (1) |
$ | 265 | $ | | ||
Current maturities of long-term debt |
285 | 346 | ||||
Junior subordinated debentures issued to affiliated trusts: |
||||||
Jefferson-Pilot Capital Trust A 8.14% Series A, due 2046 (2) |
| 208 | ||||
Jefferson-Pilot Capital Trust B 8.285% Series B, due 2046 (2) |
| 104 | ||||
Total short-term debt |
$ | 550 | $ | 658 | ||
Long-Term Debt, Excluding Current Portion (3) |
||||||
Senior notes: |
||||||
6.5% notes, due 2008 |
$ | | $ | 100 | ||
LIBOR + 11 bps notes, due 2009 |
500 | 500 | ||||
LIBOR + 8 bps notes, due 2010 |
250 | | ||||
6.2% notes, due 2011 |
250 | 250 | ||||
EXtendible Liquidity Securities ® (4) |
15 | 200 | ||||
5.65% notes, due 2012 |
299 | | ||||
4.75% notes, due 2014 |
288 | 285 | ||||
4.75% notes, due 2014 |
199 | 199 | ||||
7% notes, due 2018 |
200 | 200 | ||||
6.15% notes, due 2036 |
497 | 497 | ||||
6.3% notes, due 2037 |
394 | | ||||
Total senior notes |
2,892 | 2,231 | ||||
Junior subordinated debentures issued to affiliated trusts: |
||||||
Lincoln Capital VI 6.75% Series F, due 2052 |
155 | 155 | ||||
Total junior subordinated debentures issued to affiliated trusts |
155 | 155 | ||||
Capital securities: |
||||||
6.75%, due 2066 |
275 | 275 | ||||
7%, due 2066 |
797 | 797 | ||||
6.05%, due 2067 |
499 | | ||||
Total capital securities |
1,571 | 1,072 | ||||
Total long-term debt |
$ | 4,618 | $ | 3,458 | ||
(1) |
The weighted-average interest rate of commercial paper was 5.19% and 4.99% as of December 31, 2007 and 2006, respectively. |
(2) |
These debt securities were issued by Jefferson-Pilot prior to the merger and were redeemed in the first quarter of 2007. |
(3) |
Amounts include unamortized premiums and discounts and the fair value of any associated fair value hedges on our long-term debt. |
(4) |
$100 million of the EXtendible Liquidity Securities ® (EXLs) matured in August 2007. Each quarter the holders must make an election to extend the maturity of the remaining EXLs for 13 months, otherwise they become due and payable on the next maturity date to which they have been previously extended. In October 2007, the holders of $185 million EXLs did not elect to extend the maturity date and these EXLs will mature in August 2008. The remaining $15 million EXLs have an elected maturity date of November 2008 and are subject to periodic extension through 2011. The EXLs bear interest at LIBOR plus a spread, which increases annually to a maximum of 10 basis points. The spread was 8 basis points and 6.435 basis points as of December 31, 2007 and 2006, respectively. |
173
Future principal payments due on long-term debt (in millions) as of December 31, 2007 were as follows:
2008 |
$ | 285 | |
2009 |
500 | ||
2010 |
250 | ||
2011 |
265 | ||
2012 |
300 | ||
Thereafter |
3,305 | ||
Total |
$ | 4,905 | |
Junior Subordinated Debentures Issued to Affiliated Trusts
We also have access to capital from junior subordinated debentures issued to affiliated trusts. As discussed in Note 1, these trusts are VIEs and are not required to be consolidated. These trusts were formed solely for the purpose of issuing Trust Preferred Securities and lending the proceeds to us. We own the common securities of these trusts and the only assets of the trusts are the junior subordinated debentures issued by us. Distributions are paid by the trusts to the preferred security holders on a quarterly basis and the principal obligations of the trusts are irrevocably guaranteed by us. Upon liquidation of the trusts, the holders of the preferred securities would be entitled to a fixed amount per share plus accumulated and unpaid distributions. We reserve the right to: 1) redeem the preferred securities at a fixed price plus accumulated and unpaid distributions; and 2) defer the interest payments due on the subordinated debentures for up to 20 consecutive quarters, but not beyond the maturity date of the subordinated debenture.
Commercial Paper, Revolving Credit Facilities and Letters of Credit
Short-term debt programs (in millions) were as follows:
Expiration |
Maximum available as of
December 31, |
Debt/loans
outstanding as of December 31, |
||||||||||||
Date | 2007 | 2006 | 2007 | 2006 | ||||||||||
Commercial paper |
N/A | $ | 1,000 | $ | 1,000 | $ | 265 | $ | | |||||
Revolving credit facilities: |
||||||||||||||
Five-year revolving credit facility |
Mar-11 | 1,750 | 1,600 | | | |||||||||
Five-year revolving credit facility |
Feb-11 | 1,350 | 1,000 | | | |||||||||
U.K. revolving credit facility (1) |
Nov-08 | 20 | 20 | | | |||||||||
Bridge revolving credit facility (2) |
Dec-06 | | 2,300 | | | |||||||||
Total |
$ | 4,120 | $ | 5,920 | $ | 265 | $ | | ||||||
Letters of credit issued |
$ | 1,794 | $ | 1,245 | ||||||||||
(1) |
The U.K. facility provides for a maximum credit of 10 million pounds sterling. The maximum available above was based on the current U.S. exchange rates as of December 31, 2007 and 2006. |
(2) |
The bridge facility provided borrowings for our merger with Jefferson-Pilot. |
The revolving credit facilities allow for borrowing or issuances of letters of credit (LOCs). Since commitments associated with LOCs may expire unused, these amounts do not necessarily reflect our future cash funding requirements, however the issuance of LOCs reduces the availability of funds from the credit facilities. These LOCs support our reinsurance needs and specific treaties associated with our reinsurance business acquired by Swiss Re in 2001. LOCs are primarily used to satisfy the U.S. regulatory requirements of domestic clients of the former Reinsurance segment who have contracted with the reinsurance subsidiaries not domiciled in the United States and for the reserve credit provided by our affiliated offshore reinsurance company to our domestic insurance companies for ceded business. The LOCs allow the cedents to take credit for reinsured reserves on their statutory balance sheets. Under the revolving credit agreements, we must maintain a minimum consolidated net worth level. In addition, the agreements contain covenants restricting our ability to incur liens, merge or consolidate with another entity where we are not the surviving entity and dispose of all or substantially all of our assets. As of December 31, 2007, we were in compliance with all such covenants.
LNL is actively exploring strategies to lessen the burden of increased AXXX statutory reserves associated with its universal life lapse protection rider (LPR) product. On October 9, 2007, we issued $375 million aggregate principal amount of our 6.30%
174
Senior Notes due October 9, 2037. We contributed the net proceeds of approximately $370 million from the offering to a new wholly-owned insurance subsidiary. This new subsidiary was created for the purpose of reinsuring the policy liabilities of our existing insurance affiliates, primarily related to statutory reserves on universal life products with secondary guarantees. These reserves are calculated under prevailing statutory reserving requirements as promulgated under AXXX. The transaction released approximately $300 million of capital previously supporting our universal life products with secondary guarantees. Our future strategies may include both reinsurance and capital markets solutions that provide for risk transfer and associated reserve and surplus relief. Currently, this business is reinsured with a non-U.S. domiciled subsidiary. As of December 31, 2007, approximately $1.2 billion of the outstanding LOCs under the credit facilities were supporting the reinsurance obligations of our non-U.S. domiciled subsidiary to LNL on this LPR product.
Shelf Registration
We currently have an effective shelf registration statement, which allows us to issue, in unlimited amounts, securities, including debt securities, preferred stock, common stock, warrants, stock purchase contracts, stock purchase units, and trust preferred securities of our affiliated trusts.
13. Contingencies and Commitments
Contingencies
Regulatory and Litigation Matters
Federal and state regulators continue to focus on issues relating to fixed and variable insurance products, including, but not limited to, suitability, replacements and sales to seniors. Like others in the industry, we have received inquiries including requests for information regarding sales to seniors from the Financial Industry Regulation Authority. We are in the process of responding to these inquiries. We continue to cooperate fully with such authority.
In the ordinary course of its business, LNC and its subsidiaries are involved in various pending or threatened legal proceedings, including purported class actions, arising from the conduct of business. In some instances, these proceedings include claims for unspecified or substantial punitive damages and similar types of relief in addition to amounts for alleged contractual liability or requests for equitable relief. After consultation with legal counsel and a review of available facts, it is managements opinion that these proceedings, after consideration of any reserves and rights to indemnification, ultimately will be resolved without materially affecting the consolidated financial position of LNC. However, given the large and indeterminate amounts sought in certain of these proceedings and the inherent difficulty in predicting the outcome of such legal proceedings, including the proceeding described below, it is possible that an adverse outcome in certain matters could be material to our operating results for any particular reporting period.
Transamerica Investment Management, LLC and Transamerica Investments Services, Inc. v. Delaware Management Holdings, Inc. (dba Delaware Investments), Delaware Investment Advisers and certain individuals , was filed in the San Francisco County Superior Court on April 28, 2005. The plaintiffs are seeking substantial compensatory and punitive damages. The complaint alleges breach of fiduciary duty, breach of duty of loyalty, breach of contract, breach of the implied covenant of good faith and fair dealing, unfair competition, interference with prospective economic advantage, conversion, unjust enrichment and conspiracy in connection with Delaware Investment Advisers hiring of a portfolio management team from the plaintiffs. We and the individual defendants dispute the allegations and are vigorously defending these actions.
175
United Kingdom Selling Practices
Various selling practices of the Lincoln UK operation have come under scrutiny by the U.K. regulators. These include the sale and administration of mortgage endowment products.
During 2005, there was aggressive marketing by companies seeking to pursue claims on behalf of individual contract holders prior to the expiration of time limits for making a complaint. Based upon our evaluation of this trend in 2005, we increased the reserve for selling practice matters by $7 million, after-tax. During 2007, we increased our reserve by $1 million, after-tax, due to remedial work that we carried out following the Financial Services Authority (FSA) review of our complaints handling process late in 2006. We also increased our reserves in 2007 by $6 million, after-tax, due to discussion with the Financial Ombudsman Service over our policy concerning the time limitation on the filing of mis-selling complaints.
In July 2006, we negotiated a memorandum of understanding with certain of our liability carriers, from whom we received a reimbursement during the third quarter of 2006 of $26 million for certain losses incurred in connection with certain U.K. selling practices. The reimbursement was included in net income during the third quarter of 2006 in Other Operations. We continue to pursue claims with other liability carriers, and we cannot reasonably predict either the timing or the amount of any future reimbursements.
As of December 31, 2007 and 2006, the aggregate liability associated with Lincoln UK selling practices was $13 million and $7 million, respectively. On an ongoing basis, Lincoln UK evaluates various assumptions underlying these estimated liabilities, including the expected levels of future complaints and the potential implications with respect to the adequacy of the aggregate liability associated with U.K. selling practice matters. Any changes in the regulatory position on time limits for making a complaint regarding the sale of mortgage endowment contracts or higher than expected levels of complaints may result in Lincoln UK revising its estimate of the required level of these liabilities. The reserves for these issues are based on various estimates that are subject to considerable uncertainty. Future changes in complaint levels could effect Lincoln UKs ultimate exposure to mis-selling issues, although we believe that any future change would not materially affect our consolidated financial position.
Lincoln UK Outsourcing Agreement
Lincoln UK agreed to outsource its customer and contract administration functions to the Capita Group Plc (Capita) on August 1, 2002. The contract was originally for a term of 10 years. During 2003, this agreement was converted to an evergreen contract. The annual cost is based on a per-contract charge plus an amount for other services provided. The total costs over the next 10 years of the contract are estimated to be $243 million and annual costs over the next five years are estimated to decline from $32 million to $25 million. The amounts quoted are estimates, as the actual cost will depend on the number of policies in-force and the applicable inflation rate for the period concerned. Lincoln UK or Capita may terminate the contract, subject to the necessary conditions being satisfied, by serving six and 12 months notice, respectively.
The services provided to the segment under the Capita agreement are currently deemed to be exempt from value added tax (VAT). In a recent ruling by the European Court of Justice regarding a similar arrangement involving a Dutch insurer, it was deemed that VAT should be applied to such an arrangement. The U.K. authorities are required to take note of this ruling in determining U.K. legislation and in July 2005 issued a consultation paper outlining their intention to amend U.K. legislation so that VAT applies to contracts, such as our arrangement with Capita. In December 2005, U.K. authorities postponed their decision to implement legislation after the European Union announced a comprehensive review of VAT on financial services. The Commission Working Party has now published a working paper which provides the basis of the regulation which it intends to finalize and lay before the European Council. As drafted, the regulation exempts from VAT specific and essential insurance contracts, such as our outsourcing agreement with Capita. Future changes in the application of VAT to Lincoln UKs outsourcing arrangement with Capita could impact the segments results, although we believe that any future change would not materially affect our consolidated financial position.
In return for agreeing to outsource its customer and contract administration functions to Capita, the agreement with Capita included payments that we could receive upon the achievement of certain contingencies. In 2005, we reached an agreement to settle in full the residual contingent payments under this arrangement, resulting in a gain of $9 million, after-tax.
Commitments
Leases
Certain of our subsidiaries lease their home office properties through sale-leaseback agreements. The agreements provide for a 25-year lease period with options to renew for six additional terms of five years each. The agreements also provide us with the right of first refusal to purchase the properties during the terms of the lease, including renewal periods, at a price defined in the agreements. We also have the option to purchase the leased properties at fair market value as defined in the agreements on the last day of the initial 25-year lease period ending in 2009 or the last day of any of the renewal periods. In 2006, we exercised the right and option
176
to extend the Fort Wayne lease for two extended terms such that the lease shall expire in 2019. We retain our right and option to exercise the remaining four extended terms of 5 years each in accordance with the lease agreement. In 2007, we exercised the right and option to extend the Hartford lease for one extended term such that the lease shall expire in 2013. During 2007 we moved our corporate headquarters to Radnor Pennsylvania from Philadelphia and entered into a new 13-year lease for office space.
Total rental expense on operating leases for the years ended December 31, 2007, 2006 and 2005 was $65 million, $68 million and $65 million, respectively. Future minimum rental commitments (in millions) as of December 31, 2007 were as follows:
2008 |
$ | 60 | |
2009 |
46 | ||
2010 |
34 | ||
2011 |
30 | ||
2012 |
23 | ||
Thereafter |
94 | ||
Total |
$ | 287 | |
Information Technology Commitment
In February 1998, we signed a seven-year contract with IBM Global Services for information technology services for the Fort Wayne operations. In February 2004, we completed renegotiations and extended the contract through February 2010. Annual costs are dependent on usage but are expected to be approximately $9 million.
Football Stadium Naming Rights Commitment
In 2002, we entered into an agreement with the Philadelphia Eagles to name the Eagles new stadium Lincoln Financial Field. In exchange for the naming rights, we agreed to pay $140 million over a 20-year period through annual payments to the Eagles, which average approximately $7 million per year. The total amount includes a maximum annual increase related to the Consumer Price Index (CPI). This future commitment has not been recorded as a liability in our Consolidated Balance Sheets as it is being accounted for in a manner consistent with the accounting for operating leases under SFAS No. 13, Accounting for Leases.
Media Commitments
Lincoln Financial Media has future commitments of approximately $36 million through 2012 and $1 million thereafter, primarily related to employment contracts and rating service contracts.
Vulnerability from Concentrations
As of December 31, 2007, we did not have a concentration of: 1) business transactions with a particular customer or lender; 2) sources of supply of labor or services used in the business; or 3) a market or geographic area in which business is conducted that makes it vulnerable to an event that is at least reasonably possible to occur in the near term and which could cause a severe impact to our financial position.
Although we do not have any significant concentration of customers, our American Legacy Variable Annuity product offered in our Individual Markets Annuities segment is significant to this segment. The American Legacy Variable Annuity product accounted for 46%, 48% and 48% of Individual Markets Annuities variable annuity product deposits in 2007, 2006 and 2005, respectively and represented approximately 66%, 67% and 67% of our total Individual Markets Annuities variable annuity product account values as of December 31, 2007, 2006 and 2005. In addition, fund choices for certain of our other variable annuity products offered in our Individual Markets Annuities segment include American Fund Insurance Series SM (AFIS) funds. For the Individual Markets Annuities segment, AFIS funds accounted for 55%, 58% and 57% of variable annuity product deposits in 2007, 2006 and 2005 respectively and represented 75% of the segments total variable annuity product account values as of December 31, 2007, 2006 and 2005, respectively.
Other Contingency Matters
State guaranty funds assess insurance companies to cover losses to contract holders of insolvent or rehabilitated companies. Mandatory assessments may be partially recovered through a reduction in future premium taxes in some states. We have accrued for expected assessments net of estimated future premium tax deductions.
177
Guarantees
We have guarantees with off-balance-sheet risks having contractual values of $2 million and $3 million as of December 31, 2007 and 2006, respectively, whose contractual amounts represent credit exposure. Certain of our subsidiaries have sold commercial mortgage loans through grantor trusts, which issued pass-through certificates. These subsidiaries have agreed to repurchase any mortgage loans which remain delinquent for 90 days at a repurchase price substantially equal to the outstanding principal balance plus accrued interest thereon to the date of repurchase. In case of default by borrowers, we have recourse to the underlying real estate. It is managements opinion that the value of the properties underlying these commitments is sufficient that in the event of default, the impact would not be material to us. These guarantees expire in 2009.
We guarantee the repayment of operating leases on facilities that we have subleased to third parties, which obligate us to pay in the event the third parties fail to perform their payment obligations under the subleasing agreements. We have recourse to the third parties enabling us to recover any amounts paid under our guarantees. The annual rental payments subject to these guarantees are $15 million and expire in 2009.
14. Stockholders Equity and Shares
Stockholders Equity
Our common and Series A preferred stocks are without par value.
All of the issued and outstanding Series A preferred stock is $3 cumulative convertible and is convertible at any time into shares of common stock. The conversion rate is sixteen shares of common stock for each share of Series A preferred stock, subject to adjustment for certain events. The Series A preferred stock is redeemable at our option at $80 per share plus accrued and unpaid dividends. Outstanding Series A preferred stock has full voting rights, subject to adjustment if we are in default as to the payment of dividends. If LNC is liquidated or dissolved, holders of Series A preferred stock will be entitled to payments of $80 per share. The difference between the aggregate preference on liquidation value and the consolidated financial statement balance for the Series A preferred stock was $1 million as of December 31, 2007.
During 2007, 2006 and 2005, we purchased and retired 15 million, 17 million and 2 million shares, respectively, of our common stock at an aggregate cost of $989 million, $1 billion and $104 million, respectively.
For information about restrictions on subsidiary dividends, see Note 18.
The changes in our preferred and common stock (number of shares) were as follows:
For the Years Ended December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Series A Preferred Stock |
|||||||||
Balance at beginning-of-year |
12,706 | 15,515 | 16,912 | ||||||
Conversion into common stock |
(746 | ) | (2,809 | ) | (1,397 | ) | |||
Balance at end-of-year |
11,960 | 12,706 | 15,515 | ||||||
Common Stock |
|||||||||
Balance at beginning-of-year |
275,752,668 | 173,768,078 | 173,557,730 | ||||||
Issued for acquisition |
| 112,301,906 | | ||||||
Conversion of Series A preferred stock |
11,936 | 44,944 | 22,352 | ||||||
Stock compensation/issued for benefit plans |
3,849,497 | 6,515,230 | 2,518,996 | ||||||
Retirement of common stock/cancellation of shares |
(15,380,798 | ) | (16,877,490 | ) | (2,331,000 | ) | |||
Balance at end-of-year |
264,233,303 | 275,752,668 | 173,768,078 | ||||||
Common stock at end-of-year: |
|||||||||
Assuming conversion of preferred stock |
264,424,663 | 275,955,964 | 174,016,318 | ||||||
Diluted basis |
266,186,641 | 280,188,447 | 176,932,188 |
178
EPS
The income used in the calculation of our diluted EPS is our income before cumulative effect of accounting change and net income, reduced by minority interest adjustments related to outstanding stock options under the Delaware Investments U.S., Inc. (DIUS) stock option incentive plan of $2 million for 2007 and less than $1 million for 2006 and 2005.
A reconciliation of the denominator (number of shares) in the calculations of basic and diluted net income and income from discontinued operations per share was as follows:
For the Years Ended December 31, | |||||||||
2007 | 2006 | 2005 | |||||||
Weighted-average shares, as used in basic calculation |
270,298,843 | 252,363,042 | 173,069,552 | ||||||
Shares to cover conversion of preferred stock |
197,140 | 229,113 | 259,451 | ||||||
Shares to cover non-vested stock |
566,419 | 1,291,868 | 1,307,145 | ||||||
Average stock options outstanding during the period |
12,826,598 | 14,557,403 | 6,659,456 | ||||||
Assumed acquisition of shares with assumed proceeds and benefits from exercising stock options (at average market price for the year) |
(11,101,999 | ) | (13,313,108 | ) | (6,341,673 | ) | |||
Shares repurchaseable from measured but unrecognized stock option expense |
(203,730 | ) | (249,885 | ) | (112,312 | ) | |||
Average deferred compensation shares |
1,322,231 | 1,290,833 | 1,302,624 | ||||||
Weighted-average shares, as used in diluted calculation |
273,905,502 | 256,169,266 | 176,144,243 | ||||||
In the event the average market price of LNC common stock exceeds the issue price of stock options, such options would be dilutive to our EPS and will be shown in the table above. Participants in our deferred compensation plans that select LNC stock for measuring the investment return attributable to their deferral amounts will be paid out in LNC stock. The obligation to satisfy these deferred compensation plan liabilities is dilutive and is shown in the table above.
179
Accumulated OCI
The following summarizes the components and changes in accumulated OCI (in millions):
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Unrealized Gains on Available-for-Sale Securities |
||||||||||||
Balance at beginning-of-year |
$ | 493 | $ | 497 | $ | 823 | ||||||
Other comprehensive income (loss): |
||||||||||||
Unrealized holding losses arising during the year |
(899 | ) | (126 | ) | (805 | ) | ||||||
Change in DAC, VOBA and other contract holder funds |
172 | 24 | 270 | |||||||||
Income tax benefit |
255 | 39 | 195 | |||||||||
Change in foreign currency exchange rate adjustment |
(22 | ) | 51 | (1 | ) | |||||||
Less: |
||||||||||||
Reclassification adjustment for gains (losses) included in net income |
(163 | ) | 28 | 29 | ||||||||
Associated amortization of DAC, VOBA, DSI, DFEL and changes in other contract holder funds |
29 | (41 | ) | (52 | ) | |||||||
Income tax benefit |
47 | 5 | 8 | |||||||||
Balance at end-of-year |
$ | 86 | $ | 493 | $ | 497 | ||||||
Unrealized Gains on Derivative Instruments |
||||||||||||
Balance at beginning-of-year |
$ | 39 | $ | 7 | $ | 14 | ||||||
Other comprehensive income (loss): |
||||||||||||
Unrealized holding gains arising during the year |
29 | 26 | 6 | |||||||||
Change in DAC, VOBA and other contract holder funds |
(6 | ) | 1 | (7 | ) | |||||||
Income tax (expense) benefit |
15 | 2 | (6 | ) | ||||||||
Change in foreign currency exchange rate adjustment |
(30 | ) | 4 | | ||||||||
Less: |
||||||||||||
Reclassification adjustment for gains (losses) included in net income |
(11 | ) | 2 | (1 | ) | |||||||
Associated amortization of DAC, VOBA, DSI, DFEL and changes in other contract holder funds |
1 | | 1 | |||||||||
Income tax (expense) benefit |
4 | (1 | ) | | ||||||||
Balance at end-of-year |
$ | 53 | $ | 39 | $ | 7 | ||||||
Foreign Currency Translation Adjustment |
||||||||||||
Balance at beginning-of-year |
$ | 165 | $ | 83 | $ | 154 | ||||||
Other comprehensive income (loss): |
||||||||||||
Foreign currency translation adjustment arising during the year |
15 | 126 | (109 | ) | ||||||||
Income tax (expense) benefit |
(5 | ) | (44 | ) | 38 | |||||||
Balance at end-of-year |
$ | 175 | $ | 165 | $ | 83 | ||||||
Minimum Pension Liability Adjustment |
||||||||||||
Balance at beginning-of-year |
$ | | $ | (60 | ) | $ | (61 | ) | ||||
Other comprehensive income (loss): |
||||||||||||
Adjustment arising during the year |
| | 1 | |||||||||
Adjustment for adoption of SFAS 158, net of tax |
| 60 | | |||||||||
Balance at end-of-year |
$ | | $ | | $ | (60 | ) | |||||
Funded Status of Employee Benefit Plans |
||||||||||||
Balance at beginning-of-year |
$ | (84 | ) | $ | | $ | | |||||
Other comprehensive income (loss): |
||||||||||||
Adjustment arising during the year |
(8 | ) | | | ||||||||
Income tax benefit |
3 | | | |||||||||
Adjustment for adoption of SFAS 158, net of tax |
| (84 | ) | | ||||||||
Balance at end-of-year |
$ | (89 | ) | $ | (84 | ) | $ | | ||||
180
15. Underwriting, Acquisition, Insurance, Restructuring and Other Expenses
Details underlying underwriting, acquisition, insurance and other expenses (in millions) were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Commissions |
$ | 2,169 | $ | 1,625 | $ | 914 | ||||||
General and administrative expenses |
1,757 | 1,579 | 1,361 | |||||||||
DAC and VOBA deferrals and interest, net of amortization |
(1,029 | ) | (687 | ) | (397 | ) | ||||||
Other intangibles amortization |
10 | 12 | 8 | |||||||||
Communications expenses |
56 | 41 | | |||||||||
Taxes, licenses and fees |
218 | 178 | 95 | |||||||||
Merger-related expenses |
103 | 42 | | |||||||||
Total |
$ | 3,284 | $ | 2,790 | $ | 1,981 | ||||||
All restructuring charges are included in underwriting, acquisition, insurance and other expenses primarily within Other Operations on our Consolidated Statements of Income in the year incurred and are reflected within merger-related expenses in the table above.
2006 Restructuring Plan
Upon completion of the merger with Jefferson-Pilot, we implemented a restructuring plan relating to the integration of our legacy operations with those of Jefferson-Pilot. The realignment will enhance productivity, efficiency and scalability while positioning us for future growth.
Details underlying reserves for restructuring charges (in millions) were as follows:
Total | ||||
Restructuring reserve as of December 31, 2006 |
$ | 8 | ||
Amounts incurred in 2007 |
||||
Employee severance and termination benefits |
7 | |||
Other |
15 | |||
Total 2007 restructuring charges |
22 | |||
Amounts expended in 2007 |
(27 | ) | ||
Restructuring reserve as of December 31, 2007 |
$ | 3 | ||
Additional amounts expended in 2007 that do not qualify as restructuring charges |
$ | 79 | ||
Total expected costs |
215 | |||
Expected completion date: 4th Quarter 2009 |
The total expected costs include both restructuring charges and additional expenses that do not qualify as restructuring charges that are associated with the integration activities. In addition, involuntary employee termination benefits were recorded in goodwill as part of the purchase price allocation, see Note 3. Merger integration costs relating to employee severance and termination benefits of $13 million were included in other liabilities in the purchase price allocation. In the first quarter of 2007, an additional $8 million was recorded to goodwill and other liabilities as part of the final adjustment to the purchase price allocation related to employee severance and termination benefits.
181
16. Employee Benefit Plans
U.S. Pension and Other Postretirement Benefit Plans
We maintain funded defined benefit pension plans for most of our U.S. employees and, prior to January 1, 1995, most full-time agents. All benefits accruing under the defined benefit plan for agents were frozen as of December 31, 1994. On May 1, 2007, we announced plans to change the retirement benefits provided to employees, including the freeze or cessation of benefit accruals under our primary traditional defined benefit pension plans. The freeze became effective December 31, 2007. This prospective change in benefits will not impact any of the pension retirement benefits that were accrued up through December 31, 2007. This change resulted in an immediate recognition of a one-time curtailment gain of $9 million.
Effective January 1, 2002, the employees pension plan was converted to a cash balance formula. Eligible employees retiring before 2012 will have their benefits, which were frozen effective December 31, 2007, calculated under both the old final average pay formula and the cash balance formula and will receive the greater of the two calculations. Employees retiring in 2012 or after will receive their frozen benefit under the cash balance formula. Benefits under the cash balance formula will continue to accrue interest credits. Benefits under the final average pay formula are based on total years of service and the highest 60 months of compensation during the last 10 years of employment. Under the cash balance formula, employees have guaranteed account balances that earn annual benefit credits and interest credits each year. Annual benefit credits are based on years of service and base salary plus bonus.
As a result of our merger with Jefferson-Pilot, we maintain funded defined benefit pension plans for the former U.S. employees and agents of Jefferson-Pilot. Eligible retiring employees receive benefits based on years of service and final average earnings. The plans were funded through group annuity contracts with LNL. The assets of the plans were those of the related contracts, and were primarily held in separate accounts of LNL. During the fourth quarter of 2007, the group annuity contracts were liquidated. The assets were moved to a tax-exempt trust and are invested as described in the Plan Assets section below.
The plans are funded by contributions to tax-exempt trusts. Our funding policy is consistent with the funding requirements of Federal law and regulations. Contributions were intended to provide not only the benefits attributed to service to date, but also those expected to be earned in the future. Effective January 1, 2005, we amended the employees pension plan to include 100% of eligible bonus amounts as compensation under the cash balance formula only.
During 2006 and 2007, we sponsored three types of unfunded, nonqualified, defined benefit plans for certain U.S. employees and agents: the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates (the ESC), the Jefferson-Pilot Executive Special Supplemental Benefit Plan (the ESSB) and supplemental retirement plans, a salary continuation plan and supplemental executive retirement plans. As a result of our merger with Jefferson-Pilot, we also sponsored an unfunded, nonqualified supplemental retirement plan for certain former employees of Jefferson-Pilot. The supplemental retirement plans provided defined benefit pension benefits in excess of limits imposed by Federal tax law.
The ESC and ESSB were terminated effective December 31, 2007. The accrued benefits under the ESC and the ESSB on that date were converted to actuarial equivalent lump sum amounts and credited to special opening accounts (the ESC Opening Balance Account and the ESSB Opening Balance Account) in the Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan (the DC SERP), which was formerly known as The Lincoln National Corporation Executive Deferred Compensation Plan for Employees. In both cases, the accrued benefits were calculated as if our executives had received a distribution at age 62, reduced under the relevant age 62 early retirement reduction factors provided under each plan (as if the executive had remained employed until age 62). These plan terminations resulted in an immediate recognition of a $14 million expense.
The supplemental executive retirement plan provided defined pension benefits for certain executives who became our employees as a result of the acquisition of a block of individual life insurance and annuity business from CIGNA Corporation (CIGNA). Effective January 1, 2000, this plan was amended to freeze benefits payable under this plan and a second supplemental executive retirement plan was established for this same group of executives. The benefits payable to these executives under this plan will not be less than they would have been under their pre-acquisition plan. The benefit is based on an average compensation figure that is not less than the minimum three-year average compensation figure in effect for these executives as of December 31, 1999. Any benefits payable from this plan are reduced by benefits payable from our employees defined benefit pension plan.
We also sponsor unfunded plans that provide postretirement medical, dental and life insurance benefits to full-time U.S. employees and agents who, depending on the plan, have worked for us for 10 years and attained age 55 (age 60 for agents). Medical and dental benefits are also available to spouses and other dependents of employees and agents. For medical and dental benefits, limited contributions are required from individuals who retired prior to November 1, 1988. Contributions for later retirees, which can be adjusted annually, are based on such items as years of service at retirement and age at retirement. Effective April 1, 2004, the employees postretirement plan was amended to provide that employees and agents not attaining age 50 by that date will not be
182
eligible to receive life insurance benefits when they retire. Life insurance benefits for retirees are noncontributory for employees and agents that attained the age of 50 by April 1, 2004 and meet the eligibility requirements at the time they retire; however, these participants can elect supplemental contributory life benefits up to age 70. Effective July 1, 1999, the agents postretirement plan was amended to require agents retiring on or after that date to pay the full medical and dental premium costs. Beginning January 1, 2002, our employees postretirement plan was amended to require employees not yet age 50 with five years of service by the end of 2001 to pay the full medical and dental premium cost when they retire. Effective January 1, 2008, the postretirement plan providing benefits to former employees of Jefferson-Pilot was amended such that only employees attaining age 55 and having 10 years of service by December 31, 2007 who retire on or after age 60 with 15 years of service will be eligible to receive life insurance benefits when they retire. This amendment to the plan resulted in the immediate recognition at the end of 2007 of a one-time curtailment gain of $1 million.
Non-U.S. Pension Plan
The employees of our primary foreign subsidiary are covered by a defined benefit pension plan. The plan provides death and pension benefits based on final pensionable salary.
183
Obligations, Funded Status and Assumptions
Information (in millions) with respect to our defined benefit plan asset activity and defined benefit plan obligations subsequent to the adoption of SFAS 158 was as follows:
As of and for the Years Ended December 31, | ||||||||||||||||||||||||
2007 | 2006 | 2007 | 2006 | 2007 | 2006 | |||||||||||||||||||
U.S.
Pension Benefits |
Non-U.S.
Pension Benefits |
Other
Postretirement Benefits |
||||||||||||||||||||||
Change in Plan Assets |
||||||||||||||||||||||||
Fair value at beginning-of-year |
$ | 1,017 | $ | 561 | $ | 339 | $ | 294 | $ | 28 | $ | | ||||||||||||
Actual return on plan assets |
59 | 99 | 6 | 16 | 2 | 1 | ||||||||||||||||||
Company contributions |
10 | 5 | 1 | 1 | 14 | 14 | ||||||||||||||||||
Benefits paid |
(74 | ) | (52 | ) | (14 | ) | (13 | ) | (15 | ) | (14 | ) | ||||||||||||
Medicare Part D subsidy |
| | | | 1 | 1 | ||||||||||||||||||
Purchase accounting adjustments |
| 404 | | | | 26 | ||||||||||||||||||
Foreign exchange translation |
| | 6 | 41 | | | ||||||||||||||||||
Fair value at end-of-year |
1,012 | 1,017 | 338 | 339 | 30 | 28 | ||||||||||||||||||
Change in Benefit Obligation |
||||||||||||||||||||||||
Balance at beginning-of-year |
1,046 | 612 | 361 | 315 | 152 | 110 | ||||||||||||||||||
Service cost |
33 | 32 | 2 | 2 | 3 | 3 | ||||||||||||||||||
Interest cost |
59 | 53 | 18 | 16 | 8 | 8 | ||||||||||||||||||
Plan participants' contributions |
| | | | 5 | 5 | ||||||||||||||||||
Amendments |
| | | | (8 | ) | | |||||||||||||||||
Curtailments |
(2 | ) | (1 | ) | | | | | ||||||||||||||||
Settlements |
(12 | ) | | | | | | |||||||||||||||||
Special termination benefits |
| 2 | | | | | ||||||||||||||||||
Actuarial (gains) losses |
16 | (23 | ) | (20 | ) | (3 | ) | (19 | ) | (11 | ) | |||||||||||||
Benefits paid |
(74 | ) | (52 | ) | (14 | ) | (13 | ) | (15 | ) | (14 | ) | ||||||||||||
Medicare Part D subsidy |
| | | | 1 | 1 | ||||||||||||||||||
Purchase accounting adjustments |
(36 | ) | 423 | | | | 50 | |||||||||||||||||
Foreign exchange translation |
| | 6 | 44 | | | ||||||||||||||||||
Balance at end-of-year |
1,030 | 1,046 | 353 | 361 | 127 | 152 | ||||||||||||||||||
Funded status of the plans |
$ | (18 | ) | $ | (29 | ) | $ | (15 | ) | $ | (22 | ) | $ | (97 | ) | $ | (124 | ) | ||||||
Amounts Recognized on the Consolidated Balance Sheets |
||||||||||||||||||||||||
Other assets |
$ | 82 | $ | 85 | $ | | $ | | $ | | $ | | ||||||||||||
Other liabilities |
(100 | ) | (114 | ) | (15 | ) | (22 | ) | (97 | ) | (124 | ) | ||||||||||||
Net amount recognized |
$ | (18 | ) | $ | (29 | ) | $ | (15 | ) | $ | (22 | ) | $ | (97 | ) | $ | (124 | ) | ||||||
Amounts Recognized in Accumulated OCI, Net of Tax |
||||||||||||||||||||||||
Net (gain) loss |
$ | 52 | $ | 30 | $ | 54 | $ | 60 | $ | (13 | ) | $ | (2 | ) | ||||||||||
Prior service credit |
| (4 | ) | | | (4 | ) | | ||||||||||||||||
Net amount recognized |
$ | 52 | $ | 26 | $ | 54 | $ | 60 | $ | (17 | ) | $ | (2 | ) | ||||||||||
Weighted-Average Assumptions |
||||||||||||||||||||||||
Weighted-average discount rate |
6.08 | % | 5.94 | % | 6.00 | % | 5.10 | % | 6.00 | % | 5.87 | % | ||||||||||||
Expected return on plan assets |
8.00 | % | 8.00 | % | 6.40 | % | 5.90 | % | 6.50 | % | 0.00 | % | ||||||||||||
Rate of Increase in Compensation |
||||||||||||||||||||||||
Salary continuation plan |
4.00 | % | 4.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
All other plans |
4.00 | % | 4.03 | % | 4.40 | % | 4.10 | % | 4.00 | % | 4.00 | % |
We use December 31 as the measurement date for our pension and postretirement plans.
184
The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the target plan allocations. We reevaluate this assumption at an interim date each plan year. For 2008, our expected return on plan assets for the U.S. pension plan will be 8%. The calculation of the accumulated post-retirement benefits obligation assumes a weighted-average annual rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) of 12% for 2007. It further assumes the rate will gradually decrease to 5% by 2017 and remain at that level in future periods. The health care cost trend rate assumption has a significant effect on the amounts reported. A one-percentage point increase and decrease in assumed health care cost trend rates would have an immaterial effect on accumulated postretirement benefit obligations and total service and interest cost components.
Information for our pension plans with accumulated benefit obligations in excess of plan assets (in millions) was as follows:
As of December 31, | ||||||
2007 | 2006 | |||||
U.S. Plan |
||||||
Accumulated benefit obligation |
$ | 101 | $ | 104 | ||
Projected benefit obligation |
101 | 114 | ||||
Fair value of plan assets (1) |
| | ||||
Non-U.S. Plan |
||||||
Accumulated benefit obligation |
$ | 349 | $ | 358 | ||
Projected benefit obligation |
353 | 361 | ||||
Fair value of plan assets |
338 | 339 |
(1) |
The U.S. plan is unfunded. |
Components of Net Periodic Benefit Cost
The components of net defined benefit pension plan and postretirement benefit plan expense (in millions) were as follows:
For the Years Ended December 31, | |||||||||||||||||||||||
Pension Benefits | Other Postretirement Benefits | ||||||||||||||||||||||
2007 | 2006 | 2005 | 2007 | 2006 | 2005 | ||||||||||||||||||
U.S. Plans |
|||||||||||||||||||||||
Service cost |
$ | 33 | $ | 32 | $ | 19 | $ | 3 | $ | 3 | $ | 2 | |||||||||||
Interest cost |
59 | 53 | 34 | 8 | 8 | 6 | |||||||||||||||||
Expected return on plan assets |
(79 | ) | (66 | ) | (44 | ) | (2 | ) | (1 | ) | | ||||||||||||
Amortization of prior service cost |
| (2 | ) | (1 | ) | | | | |||||||||||||||
Recognized net actuarial (gain) loss |
1 | 4 | 2 | (2 | ) | 1 | 1 | ||||||||||||||||
Recognized actuarial (gain) loss due to curtailments |
(7 | ) | 1 | | | | | ||||||||||||||||
Recognized actuarial gain due to settlements |
(13 | ) | | | | | | ||||||||||||||||
Recognized actuarial loss due to special termination benefits |
| 2 | | | | | |||||||||||||||||
Net periodic benefit expense (recovery) |
$ | (6 | ) | $ | 24 | $ | 10 | $ | 7 | $ | 11 | $ | 9 | ||||||||||
Non-U.S. Plans |
|||||||||||||||||||||||
Service cost |
$ | 2 | $ | 2 | $ | 1 | |||||||||||||||||
Interest cost |
18 | 16 | 15 | ||||||||||||||||||||
Expected return on plan assets |
(20 | ) | (17 | ) | (13 | ) | |||||||||||||||||
Amortization of prior service cost |
| | 1 | ||||||||||||||||||||
Recognized net actuarial loss |
4 | 4 | 3 | ||||||||||||||||||||
Net periodic benefit expense |
$ | 4 | $ | 5 | $ | 7 | |||||||||||||||||
185
Over the next fiscal year, the estimated amount of amortization from accumulated OCI into net periodic benefit expense related to net actuarial (gains) losses is $2 million for our pension benefit plan and $(2) million for our postretirement benefit plan.
We maintain a defined contribution plan for our U.S. financial planners and advisors (agents). Contributions to this plan are based on a percentage of the agents annual compensation as defined in the plan. Effective January 1, 1998, we assumed the liabilities for a non-contributory defined contribution plan covering certain highly compensated former CIGNA agents and employees.
Contributions to this plan are made annually based upon varying percentages of annual eligible earnings as defined in the plan. Contributions to this plan are in lieu of any contributions to the qualified agent defined contribution plan.
Effective January 1, 2000, this plan was expanded to include certain highly compensated LNC agents. The combined expenses for these plans were $4 million, $3 million and $3 million for the years ended December 31, 2007, 2006 and 2005,
Plan Assets
Our pension plan asset allocations by asset category (in millions) based on estimated fair values were as follows:
As of December 31, | ||||||
2007 | 2006 | |||||
U.S. Plans |
||||||
Equity securities |
52 | % | 66 | % | ||
Fixed income securities. |
48 | % | 32 | % | ||
Cash and cash equivalents |
0 | % | 2 | % | ||
Total |
100 | % | 100 | % | ||
Non-U.S. Plans |
||||||
Equity securities |
29 | % | 34 | % | ||
Fixed income securities |
69 | % | 64 | % | ||
Cash and cash equivalents |
2 | % | 2 | % | ||
Total |
100 | % | 100 | % | ||
The primary investment objective of our U.S. defined benefit pension plan is for capital appreciation with an emphasis on avoiding undue risk. Investments can be made using the following asset classes: domestic and international equity, fixed income securities, real estate and other asset classes the investment managers deem prudent. Three- and five-year time horizons are utilized as there are inevitably short-run fluctuations, which will cause variations in investment performance.
Each managed fund is expected to rank in the upper 50% of similar funds over the three-year periods and above an appropriate index over five-year periods. Managers are monitored for adherence to guidelines, changes in material factors and legal or regulatory actions. Managers not meeting these criteria will be subject to additional due diligence review, corrective action or possible termination. The following short-term ranges have been established for weightings in the various asset categories:
Weighting Range | |||||
Target | Range | ||||
Domestic large cap equity |
35 | % | 30%-40% | ||
International equity |
15 | % | 10%-20% | ||
Fixed income |
50 | % | 45%-55% | ||
Cash equivalents |
0 | % | 0%-5% |
Within the broad ranges provided above, we currently target asset weightings as follows: domestic equity allocations (35%) are split into large cap growth (15%), large cap value (15%) and small cap (5%). Fixed Income allocations are weighted between core fixed income and long term bonds to track changes in the plans liability duration. The performance of the plan and the managed funds are monitored on a quarterly basis relative to the plans objectives. The performance of the managed fund is measured against the following indices: Russell 1000, Europe, Australia and Far East, Lehman Aggregate and Citigroup 90-day T-Bill. We review this investment policy on an annual basis.
The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the plan target allocations. We reevaluate this assumption at an interim date each plan year.
186
Prior to 2007 our plan assets were principally managed by our Investment Management segment. During 2007, the management of the equity portion of our plan assets was transferred to third-party managers. Our Investment Management segment continues to manage the plans fixed income securities, which comprise approximately 50% of plan assets.
Plan Cash Flows
We do not expect to make a contribution to our qualified U.S. defined benefit pension plans in 2008. We expect to fund approximately the following amounts (in millions) for benefit payments for our unfunded non-qualified U.S. defined benefit plans, qualified non-U.S. defined benefit pension plans and U.S. post-retirement benefit plans:
Pension Plans | U.S. Postretirement Plans | ||||||||||||||||||
Qualified
U.S. Defined Benefit Pension Plans |
Non-Qualified
U.S. Defined Benefit Pension Plans |
Qualified
non-U.S. Defined Benefit Pension Plans |
Reflecting
Medicare Part D Subsidy |
Medicare
Part D Subsidy |
Not
Reflecting Medicare Part D Subsidy |
||||||||||||||
2008 |
$ | 68 | $ | 7 | $ | 15 | $ | 9 | $ | (2 | ) | $ | 11 | ||||||
2009 |
67 | 7 | 15 | 9 | (2 | ) | 11 | ||||||||||||
2010 |
65 | 8 | 16 | 10 | (2 | ) | 12 | ||||||||||||
2011 |
66 | 8 | 17 | 10 | (2 | ) | 12 | ||||||||||||
2012 |
70 | 9 | 17 | 9 | (3 | ) | 12 | ||||||||||||
Thereafter |
346 | 53 | 96 | 55 | (17 | ) | 72 |
401(k), Money Purchase and Profit Sharing Plans
We also sponsor contributory defined contribution plans for eligible U.S. employees and agents. These plans include 401(k) plans and defined contribution money purchase plans for eligible employees of Delaware Management Holdings, Inc. (Delaware Investments) and eligible agents of the former Jefferson-Pilot. Our contribution to both the employees and the agents 401(k) plans, excluding the former Jefferson-Pilot agents, is equal to 50% of each participants pre-tax contribution, not to exceed 6% of eligible compensation, and is invested as directed by the participant. As of April 3, 2006, our contributions to the employees 401(k) plan on behalf of the former Jefferson-Pilot employees were the same as the contribution provided to eligible Lincoln participants. Our contributions to the agents 401(k) Plan on behalf of the former Jefferson-Pilot agents is equal to 10% of each participants pre-tax contributions, not to exceed 6% of eligible compensation. An additional discretionary contribution of up to 100% may be made with respect to a participants pre-tax contribution (up to 6% of base pay plus cash bonus). The amount of discretionary contribution varies according to whether we have met certain performance-based criteria as determined by the Compensation Committee of our Board of Directors.
On May 1, 2007, simultaneous with our announcement of the freeze of our primary defined benefit pension plans, we announced a number of enhancements to our employees 401(k) plan effective January 1, 2008. For all participants except employees of Delaware Investments and all of its direct or indirect subsidiaries, a number of new features will apply: 1) an increase in the basic employer match from $0.50 per each $1.00 that a participant contributes each pay period, up to 6% of eligible compensation, to $1.00 per each $1.00 that a participant contributes each pay period, up to 6% of eligible compensation (the 50% match will become a 100% match); 2) a guaranteed core employer contribution of 4% of eligible compensation per pay period which will be made regardless of whether the eligible employee elects to defer salary into the Plan; and 3) certain eligible employees will also qualify for a transition employer contribution between 0.2% and 8.0% of eligible compensation per pay. Eligibility to receive the additional transition employer contributions will be based on a combination of age and years of service, with a minimum 10-year service requirement for legacy LNC employees and a minimum 5-year service requirement for former Jefferson-Pilot employees. Eligibility for transition employer contributions will be determined based on age and service on December 31, 2007 (i.e., participants will not grow into transition credits thereafter). Transition employer contributions will cease on December 31, 2017. The discretionary employer match feature will be eliminated effective January 1, 2008.
Effective January 1, 2008, Delaware has its own 401(k) plan, the Delaware Investments Employees Savings and 401(k) Plan (Delaware 401(k) plan). The Delaware 401(k) plan is identical to the LNC 401(k) plan prior to the amendments described in the immediately preceding paragraph.
Our contribution to Delaware Investments defined contribution money purchase plan is equal to 7.5% per annum of each participants eligible compensation. For any plan year, eligible compensation is defined as 100% of an eligible participants base salary, plus bonus. The amount of bonus is capped such that only 50% of the bonus amounts over $100,000 are considered
187
eligible compensation. Eligible compensation for both the 401(k) and money purchase plans is subject to various limitations under Section 401(a) of the Internal Revenue Code of 1986, as amended.
The Jefferson-Pilot Life Insurance Company Agents Retirement Plan is a money purchase plan for eligible agents that provides for an employer contribution equal to 5% of a participants eligible compensation.
Expense for the 401(k) and profit sharing plans was $41 million, $45 million and $39 million for the years ended December 31, 2007, 2006 and 2005, respectively.
Deferred Compensation Plans
We sponsor the DC SERP for certain U.S. employees and deferred compensation plans for certain agents. Plan participants may elect to defer payment of a portion of their compensation as defined by the plans. Plan participants may select from a menu of phantom investment options (identical to those offered under our qualified savings plans) used as investment measures for calculating the investment return notionally credited to their deferrals. Under the terms of these plans, we agree to pay out amounts based upon the aggregate performance of the investment measures selected by the participant. We make matching contributions to these plans based upon amounts placed into the deferred compensation plans by individuals when participants exceed applicable limits of the Internal Revenue Code. The amount of our contribution is calculated in a manner similar to the employer match calculation described in the 401(k) plans section above. Expense for these plans was $28 million, $21 million and $17 million for the years ended December 31, 2007, 2006 and 2005, respectively. These expenses reflect both our employer matching contributions of $12 million, $11 million and $7 million, respectively, as well as increases in the measurement of our liabilities net of the total return swap, described in Note 5, under these plans of $16 million, $10 million and $9 million for the years ended December 31, 2007, 2006 and 2005, respectively.
The terms of the deferred compensation plans provide that plan participants who select our stock as the measure for their investment return will receive shares of our stock in settlement of this portion of their accounts at the time of distribution. In addition, participants are precluded from diversifying any portion of their deferred compensation plan account that has been credited to the stock unit fund. Consequently, changes in value of our stock do not affect the expenses associated with this portion of the deferred compensation plans.
In 2004, we established a deferred compensation plan for non-employee directors. The plan allows directors to defer a portion of their annual retainers into the plan and, in addition, we credit deferred stock units annually. The menu of phantom investment options is identical to those offered to the employees and agents. The liability associated with this plan was $6 million and $9 million as of December 31, 2007 and 2006, respectively.
We also sponsor a deferred compensation plan for certain eligible agents. Plan participants receive contributions based on their earnings. Plan participants may select from a menu of phantom investment options used as investment measures for calculating the investment return notionally credited to their deferrals. Under the terms of these plans, we agree to pay out amounts based upon the aggregate performance of the investment measures selected by the participant.
As a result of our merger with Jefferson-Pilot, we also sponsor a deferred compensation plan for former agents of Jefferson-Pilot. Plan participants may elect to defer payment of a portion of their compensation, as defined by the plan. Plan participants may select from a menu of phantom investment options used as investment measures for calculating the investment return notionally credited to their deferrals. Under the terms of the plan, we agree to pay out amounts based upon the aggregate performance of the investment measures selected by the participant. We do not make matching contributions to this plan and our stock is not an investment option of the plan.
We also sponsor a deferred compensation plan for certain former agents of Jefferson-Pilot that participate in the Jefferson-Pilot Life Insurance Company Agents Retirement Plan. The Plan provides for company contributions equal to 5% of eligible compensation for earnings in excess of the limits imposed by the Federal government.
In 2005, the Company established an additional deferred compensation plan for certain employees of Delaware Investments. Pursuant to the terms of separate employment agreements, the Company makes payments to a rabbi trust totaling $15 million over a three year period. Payments to the rabbi trust are invested in one or more available investments at the direction of the participant. Participants in the plan vest on the third anniversary of their date of hire. Expense for the plan totaled $6 million, $5 million and $4 million for the years ended December 31, 2007, 2006 and 2005 respectively.
The total liabilities associated with the employee and agent plans were $410 million (of which $134 million is funded by an investment on our Consolidated Balance Sheets) and $359 million (of which $133 million is funded by an investment on our Consolidated Balance Sheets) as of December 31, 2007 and 2006, respectively.
188
17. Stock-Based Incentive Compensation Plans
LNC Stock-Based Incentive Plans
We sponsor various incentive plans for our employees and directors, and for the employees and agents of our subsidiaries that provide for the issuance of stock options, stock incentive awards, SARS, restricted stock awards, performance shares (performance-vested shares as opposed to time-vested shares) and deferred stock units also referred to as restricted stock units. LNCs wholly-owned subsidiary, DIUS, has a separate incentive compensation plan. We have a policy of issuing new shares to satisfy option exercises.
Total compensation expense (in millions) for all of our stock-based incentive compensation plans was as follows:
For the Years Ended December 31, | ||||||||||
2007 | 2006 | 2005 | ||||||||
Stock options |
$ | 18 | $ | 14 | $ | 3 | ||||
Shares |
9 | 25 | 25 | |||||||
Cash awards |
1 | 4 | 4 | |||||||
DIUS stock options |
10 | 10 | 16 | |||||||
SARs |
5 | (1 | ) | 2 | ||||||
Restricted stock |
11 | 4 | 1 | |||||||
Total stock-based incentive compensation expense |
$ | 54 | $ | 56 | $ | 51 | ||||
Recognized tax benefit |
$ | 19 | $ | 20 | $ | 18 |
Total unrecognized compensation expense (in millions) for all of our stock-based incentive compensation plans in the years after the adoption of SFAS 123(R) was as follows:
For the Years Ended December 31, | ||||||||||
2007 | 2006 | |||||||||
Expense |
Weighted
Average Period |
Expense |
Weighted
Average Period |
|||||||
Stock options |
$ | 11 | 1.7 | $ | 12 | 1.9 | ||||
Shares |
6 | 1.7 | 11 | 1.5 | ||||||
DIUS stock options |
15 | 2.3 | 35 | 3.1 | ||||||
DIUS restricted stock |
24 | 4.0 | | | ||||||
SARs |
4 | 3.3 | 6 | 3.4 | ||||||
Restricted stock |
24 | 1.6 | 12 | 2.0 | ||||||
Total unrecognized stock-based incentive compensation expense |
$ | 84 | $ | 76 | ||||||
Outstanding options to acquire Jefferson-Pilot common stock that existed immediately prior to the date of the merger remain subject to their original terms and conditions, except that each of these stock options is now or will be exercisable for LNC common stock equal to the number of shares of Jefferson-Pilot common stock originally subject to such option multiplied by 1.0906 (rounded down to the nearest whole share), with the exercise price determined by dividing the exercise price of the Jefferson-Pilot options by 1.0906 (rounded up to the sixth decimal place). All Jefferson-Pilot employee and director stock options outstanding as of December 31, 2005 vested and became exercisable upon the closing of the merger. Grants of Jefferson-Pilot stock options in February 2006 did not vest upon closing and will generally continue to vest in one-third annual increments. Jefferson-Pilot stock options held by its non-employee agents did not become fully vested and exercisable in connection with the merger, but will continue to vest in accordance with the applicable option agreement.
In the second quarter of 2006, a performance period from 2006 2008 was approved by the Compensation Committee. Participants in the 2006 2008 performance period (which was slightly less than three full calendar years) received one-half of their target award in 10-year LNC stock options, with the remainder of the target award in a combination of either: 100% performance shares or 75% performance shares and 25% cash. LNC stock options granted for this performance period vest ratably over a three-year period. Vesting is time-vesting, based solely on meeting service conditions. Depending on actual performance during this period, the ultimate payout of performance shares and cash could range from zero to 200% of the target award.
189
In the first quarter of 2007, a performance period from 2007 2009 was approved for our executive officers by the Compensation Committee. Executive officers participating in the 2007 2009 performance period received one-half of their award in 10-year LNC or DIUS stock options, with the remainder of the award in a combination of performance shares and cash. LNC stock options granted for this performance period vest ratably over the three-year period; DIUS stock options vest ratably over a four-year period and were granted only to employees of Delaware Management Holdings, Inc. and its subsidiaries. All LNC and DIUS options granted during this period vest solely based on meeting service conditions. Depending on performance results for this period, the ultimate payout of performance shares and cash could range from zero to 200% of the target award. Under the 2007 long-term incentive compensation program, a total of 942,932 LNC stock options were granted, 12,237 DIUS stock options were granted and 126,879 LNC performance shares were awarded.
For the three-year performance period 2005-2007, the performance measures and goals used to determine the ultimate number of performance shares granted (and cash paid) were established at the beginning of the performance period. Depending on the performance results, the actual number of shares granted and cash paid could have ranged from zero to 200% of the target award. Options were granted at target at the beginning of the cycle, but vested based on performance. Performance over target resulted in the grant of shares of LNC common stock not more options. Actual performance under target resulted in the forfeiture (not vesting) of target options. Certain Jefferson-Pilot executives were brought into the 2005 2007 performance cycle on a pro-rata basis.
During the year ended December 31, 2007, we also granted our financial planners and advisors stock options. These stock options are five-year options with some vesting based on the advisors future performance and others vesting upon grants based on past performance.
Expense calculations for performance vesting stock options, shares and cash awards that were granted during the years ended December 31, 2007, 2006 and 2005 were based upon the estimated fair value at date of grant or award and an estimate of performance achievement over the three-year performance measurement periods. The estimated cost for each award cycle is expensed over the performance period. As the three-year performance periods progress, we refine our estimate of the expense associated with these awards so that by the end of the three-year performance period, our cumulative expense reflects the actual level of awards that vest.
Beginning in November 2006, stock options were granted with an exercise price equal to the closing market price of our stock on the grant date. Stock options awarded under the stock option incentive plans in effect prior to November 2006 were granted with an exercise price equal to the average of the high and low market price of our stock on the day prior to the grant. Unless cancelled earlier due to certain terminations of employment, our stock options expire 10 years from the date of grant. Such options are generally transferable only upon death unless otherwise permitted by the Compensation Committee of our Board of Directors. Options granted prior to 2003 became exercisable in increments of 25% on each anniversary of grant date over a four-year period. Options granted beginning in April 2006 become exercisable in increments of 33 and 1/3% on each anniversary of grant date over a three-year period. A reload option feature was added on May 14, 1997, but has not been included in options granted after 2002. Reload options, like all of our options, expire 10 years from the date of grant. In most cases, persons exercising a reload option using shares of stock have been granted new options in an amount equal to the number of matured shares tendered to exercise the original option award. The reload options have an exercise price equal to the market value of our stock at the date of the reload award with the same expiration date as the original options. Reload options can be exercised two years after the grant date if the value of the new option has appreciated by at least 25% or if the reload option expires within 2 years, in which case the options become exercisable one month prior to expiration without restriction.
The option price assumptions used for our stock option incentive plans were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Dividend yield |
2.2 | % | 2.7 | % | 3.1 | % | ||||||
Expected volatility |
17.6 | % | 23.1 | % | 26.5 | % | ||||||
Risk-free interest rate |
3.9%-5.1 | % | 4.3%-5.0 | % | 3.6%-4.5 | % | ||||||
Expected life (in years) |
5.1 | 4.2 | 4.1 | |||||||||
Weighted-average fair value per option granted (1) |
$ | 12.28 | $ | 11.02 | $ | 9.25 |
(1) |
Determined using a Black-Scholes options valuation methodology. |
190
Expected volatility is measured based on the historical volatility of the LNC stock price for the previous three-year period. The expected term of the options granted represents the weighted-average period of time from the grant date to the exercise date, weighted for the number of shares exercised for an option grant relative to the number of options exercised over the previous three-year period.
Information with respect to our incentive plans involving stock options with performance conditions was as follows (aggregate intrinsic value shown in millions):
Shares |
Weighted-
Average Exercise Price |
Weighted-
Average Remaining Contractual Term |
Aggregate
Intrinsic Value |
||||||||
Outstanding as of December 31, 2006 |
1,322,168 | $ | 46.74 | ||||||||
Granted original |
158,526 | 66.36 | |||||||||
Exercised (includes shares tendered) |
(219,425 | ) | 45.73 | ||||||||
Forfeited or expired |
(75,986 | ) | 48.89 | ||||||||
Outstanding as of December 31, 2007 |
1,185,283 | $ | 49.42 | 4.93 | $ | 10 | |||||
Vested or expected to vest as of December 31, 2007 (1) |
1,136,089 | $ | 49.39 | 5.03 | $ | 10 | |||||
Exercisable as of December 31, 2007 |
670,561 | $ | 48.15 | 4.28 | $ | 7 | |||||
(1) |
Includes estimated forfeitures. |
The total fair value of options vested during the years ended December 31, 2007, 2006 and 2005 was $1 million, $5 million and $3 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2007 and 2006 was $13 million and $6 million, respectively. There were no options with performance conditions exercised during 2005 as no performance period had been completed.
Information with respect to our incentive plans involving stock options with service conditions was as follows (aggregate intrinsic value shown in millions):
Shares |
Weighted-
Average Exercise Price |
Weighted-
Average Remaining Contractual Term |
Aggregate
Intrinsic Value |
||||||||
Outstanding as of December 31, 2006 |
13,214,974 | $ | 44.79 | ||||||||
Granted original |
1,279,469 | 69.00 | |||||||||
Granted reloads |
146,994 | 69.04 | |||||||||
Exercised (includes shares tendered) |
(2,952,433 | ) | 42.53 | ||||||||
Forfeited or expired |
(241,545 | ) | 59.41 | ||||||||
Outstanding as of December 31, 2007 |
11,447,459 | $ | 48.35 | 5.22 | $ | 113 | |||||
Vested or expected to vest as of December 31, 2007 (1) |
11,306,603 | $ | 48.16 | 5.18 | $ | 114 | |||||
Exercisable as of December 31, 2007 |
9,517,170 | $ | 45.52 | 4.57 | $ | 121 | |||||
(1) |
Includes estimated forfeitures. |
The total fair value of options vested during the years ended December 31, 2007, 2006 and 2005 was $17 million, $9 million and $6 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2007, 2006 and 2005 was $78 million, $104 million and $36 million, respectively.
191
Information with respect to our performance shares was as follows:
Shares |
Weighted-
Average Grant-Date Fair Market Value |
|||||
Non-vested as of December 31, 2006 |
982,194 | $ | 47.45 | |||
Granted |
126,879 | 70.42 | ||||
Vested (1) |
(540,887 | ) | 47.43 | |||
Forfeited |
(56,762 | ) | 60.77 | |||
Non-vested as of December 31, 2007 |
511,424 | 51.69 | ||||
(1) |
Shares vested as of December 31, 2006, but were not issued until the second quarter of 2007. |
DIUS Incentive Compensation Plan
The option price assumptions used for the DIUS Incentive Compensation Plan were as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Dividend yield |
1.1 | % | 1.0 | % | 2.6 | % | ||||||
Expected volatility |
32.0 | % | 32.3 | % | 45.0 | % | ||||||
Risk-free interest rate |
4.5 | % | 4.5 | % | 3.9 | % | ||||||
Expected life (in years) |
4.1 | 4.1 | 4.6 | |||||||||
Weighted-average fair value per option granted (1) |
$ | 61.03 | $ | 60.55 | $ | 48.84 |
(1) |
Determined using a Black-Scholes options valuation methodology. |
Expected volatility is measured based on several factors including the historical volatility of the DIUS valuation since the inception of the plan in 2001 and comparisons to other public management companies with similar operating structures. The expected term of the options granted represents the weighted-average period of time from the grant date to the exercise date, based on the historical expected life of DIUS options.
192
As of December 31, 2007, DIUS had 10,025,311 shares of common stock outstanding. Information with respect to the DIUS Incentive Compensation Plan involving stock options was as follows (aggregate intrinsic value shown in millions):
Shares |
Weighted-
Average Exercise Price (1) |
Weighted-
Average Remaining Contractual Term |
Aggregate
Intrinsic Value |
||||||||
Outstanding as of December 31, 2006 |
1,225,296 | $ | 143.42 | ||||||||
Granted original (2) |
346,737 | 201.92 | |||||||||
Exercised (includes shares tendered) |
(74,237 | ) | 130.96 | ||||||||
Forfeited or expired |
(455,252 | ) | 154.57 | ||||||||
Outstanding as of December 31, 2007 |
1,042,544 | $ | 158.90 | 6.8 | $ | 40 | |||||
Vested or expected to vest as of December 31, 2007 (3) |
988,391 | $ | 158.01 | 6.7 | $ | 39 | |||||
Exercisable as of December 31, 2007 |
611,443 | $ | 146.35 | 5.9 | $ | 31 | |||||
(1) |
The exercise prices reflect a decrease of $7.57 from the amended and restated DIUS Incentive Compensation Plan in 2007 as a result of business changes primarily related to the realignment of advisory functions. |
(2) |
Granted original for 2007 includes a grant of 334,500 options approved on November 8, 2006 because the grants exercise price was determined based on the December 31, 2007 valuation price. |
(3) |
Includes estimated forfeitures. |
The total intrinsic value of options exercised during the years ended December 31, 2007, 2006 and 2005 was $5 million, $6 million and $3 million, respectively. The amount of cash received and the tax benefit realized from stock option exercises under this plan during the year ended December 31, 2007, was $9 million and $2 million, respectively, compared to $15 million and $2 million for the year ended December 31, 2006 and $14 million and $1 million for the year ended December 31, 2005.
The value of DIUS shares is determined using a market transaction approach based on profit margin, assets under management and revenues. Prior to 2008, the valuation was performed by a third-party appraiser, in general, semi-annually with valuations approved by our chief accounting officer and reviewed by the Compensation Committee. Beginning in 2008, the valuation will be performed at least quarterly. The last valuation was performed as of December 31, 2007, however, the valuation has not been finalized as of the date of the filing of this 10-K. The last completed valuation was completed as of November 1, 2007, with a value of $195.98 per share. The value of outstanding shares exercised under this plan and the intrinsic value of vested and partially vested options and restricted stock units was $40 million and $51 million as of December 31, 2007 and 2006, respectively, and was included in other liabilities on our Consolidated Balance Sheets.
In addition to the DIUS stock options discussed above, we awarded DIUS restricted stock units under the DIUS Incentive Compensation Plan, subject to a four-year ratable vesting period. Information with respect to DIUS restricted stock units was as follows:
Units |
Weighted-
Average Grant Date Fair Market Value |
||||
Outstanding as of December 31, 2006 |
| $ | | ||
Granted original |
142,217 | 195.98 | |||
Units settled for stock |
| | |||
Forfeited or expired |
| | |||
Outstanding as of December 31, 2007 |
142,217 | $ | 195.98 | ||
Vested or expected to vest as of December 31, 2007 (1) |
120,884 | $ | 195.98 | ||
(1) |
Includes estimated forfeitures. |
193
Stock Appreciation Rights
Under our Incentive Compensation Plan, we issue SARs to certain planners and advisors who have full-time contracts with us. The SARs under this program are rights on our stock that are cash settled and become exercisable in increments of 25% over the four-year period following the SARs grant date. SARs are granted with an exercise price equal to the fair market value of our stock at the date of grant and, unless cancelled earlier due to certain terminations of employment, expire five years from the date of grant. Generally, such SARs are transferable only upon death.
We recognize compensation expense for SARs based on the fair value method using the Black-Scholes option-pricing model. Compensation expense and the related liability are recognized on a straight-line basis over the vesting period of the SARs. The SARs liability is marked-to-market through net income, which causes volatility in net income as a result of changes in the market value of our stock. We have hedged a portion of this volatility by purchasing call options on LNC stock. Call options hedging vested SARs are also marked-to-market through net income. The mark-to-market gains (losses) recognized through net income on the call options on LNC stock for the years ended December 31, 2007, 2006 and 2005 were $(3) million, $10 million and $3 million, respectively. The SARs liability as of December 31, 2007 and 2006 was $6 million and $11 million, respectively.
The option price assumptions used for our SARs plan were as follows:
Expected volatility is measured based on the historical volatility of the LNC stock price. The expected term of the options granted represents time from the grant date to the exercise date.
Information with respect to our SARs plan was as follows (aggregate intrinsic value shown in millions):
Shares |
Weighted-
Average Exercise Price |
Weighted-
Average Remaining Contractual Term |
Aggregate
Intrinsic Value |
||||||||
Outstanding as of December 31, 2006 |
738,179 | $ | 46.69 | ||||||||
Granted original |
187,750 | 67.47 | |||||||||
Exercised (includes shares tendered) |
(280,136 | ) | 45.38 | ||||||||
Forfeited or expired |
(25,346 | ) | 53.56 | ||||||||
Outstanding as of December 31, 2007 |
620,447 | $ | 53.28 | 2.75 | $ | 3 | |||||
Vested or expected to vest as of December 31, 2007 (1) |
609,014 | $ | 52.97 | 2.69 | $ | 3 | |||||
Exercisable as of December 31, 2007 |
181,103 | $ | 42.74 | 1.55 | $ | 3 | |||||
(1) |
Includes estimated forfeitures. |
The payment for SARs exercised during the years ended December 31, 2007, 2006 and 2005 was $7 million, $6 million and $5 million, respectively.
194
In addition to the stock-based incentives discussed above, we have awarded restricted shares of our stock (non-vested stock) under the incentive compensation plan, generally subject to a three-year vesting period. Information with respect to our restricted stock was as follows:
Shares |
Weighted-
Average Grant-Date Fair Market Value |
|||||
Non-vested as of December 31, 2006 |
328,385 | $ | 53.82 | |||
Granted |
404,889 | 65.97 | ||||
Vested |
(80,434 | ) | 52.63 | |||
Non-vested as of December 31, 2007 |
652,840 | $ | 61.50 | |||
18. Statutory Information and Restrictions
The Companys domestic life insurance subsidiaries prepare financial statements on the basis of statutory accounting principles (SAP) prescribed or permitted by the insurance departments of their states of domicile. Prescribed SAP includes the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (NAIC) as well as state laws, regulations and administrative rules. Permitted SAP encompasses all accounting practices not so prescribed. SAP differs from GAAP primarily due to charging policy acquisition costs to expense as incurred instead of deferring them to the extent recoverable and amortizing them as described in Note 1 above, establishing future contract benefit liabilities using different actuarial assumptions and valuing investments on a different basis. Statutory net income for our domestic life insurance subsidiaries was $1.0 billion, $382 million and $544 million for 2007, 2006 and 2005, respectively. The increase in statutory net income from 2006 to 2007 was driven primarily by two factors. The first factor was the release of statutory reserves as a result of the merger of several of our insurance subsidiaries as described below. The second factor was an internal transfer of ownership of one of our insurance subsidiaries referenced below that resulted in the recognition of a realized gain for the cumulative unrealized gain of the former parents investment in this entity at the date of the transfer. Statutory capital and surplus for our domestic life insurance subsidiaries was $5.2 billion and $4.9 billion as of December 31, 2007 and 2006, respectively. LNL, the Companys largest life insurance subsidiary, is domiciled in Indiana. The state of Indiana has adopted certain prescribed accounting practices that differ from those found in NAIC SAP. LNL calculates reserves on universal life policies based on the Indiana universal life method, which caused statutory surplus to be higher than NAIC statutory surplus by $246 million and $227 million as of December 31, 2007 and 2006, respectively. LNL is also permitted by Indiana to use a more conservative valuation interest rate on certain annuities, which caused statutory surplus to be lower than NAIC statutory surplus by $14 million and $14 million as of December 31, 2007 and 2006, respectively. A new statutory reserving standard Actuarial Guideline VACARVM (VACARVM) is being developed by the NAIC with an expected effective date of December 31, 2008. This standard could lead to lower risk-based capital ratios and potentially reduce future dividend capacity from our insurance subsidiaries.
Our insurance subsidiaries are subject to certain insurance department regulatory restrictions as to the transfer of funds and payment of dividends to the holding company. Generally, these restrictions pose no short-term liquidity concerns for the holding company. For example, under Indiana laws and regulations, our Indiana insurance subsidiaries, including one of our major insurance subsidiaries, LNL, may pay dividends to LNC without prior approval of the Indiana Insurance Commissioner (the Commissioner), or must receive prior approval of the Commissioner to pay a dividend if such dividend, along with all other dividends paid within the preceding twelve consecutive months exceed the statutory limitation. The current statutory limitation is the greater of (i) 10% of the insurers policyholders surplus, as shown on its last annual statement on file with the Commissioner or (ii) the insurers statutory net gain from operations for the previous twelve months. Indiana law gives the Commissioner broad discretion to disapprove requests for dividends in excess of these limits. Our Jefferson-Pilot Life Insurance Company subsidiary, domiciled in North Carolina, and our Jefferson Pilot Financial Insurance Company subsidiary, domiciled in Nebraska, were merged with and into LNL, our Indiana domiciled subsidiary in April and July 2007, respectively. Our Jefferson Pilot LifeAmerica Insurance Company subsidiary was redomiciled from New Jersey to New York, and our New York domiciled company subsidiary, Lincoln Life & Annuity Company of New York, was subsequently merged with and into it in April 2007. The merged company retains the name Lincoln Life & Annuity Company of New York (LLANY). LLANY is a wholly owned subsidiary of LNL. LLANY is subject to similar, but not identical, regulatory restrictions with regard to the transfer of funds and payment of dividends as our Indiana domiciled subsidiaries. Ownership of our other Indiana domiciled subsidiary, First Penn Pacific Life Insurance Company, was transferred by extraordinary dividend payment from LNL to LNC.
Our domestic life insurance subsidiaries paid dividends of $144 million and $569 million to the ultimate parent during 2007 and 2006, respectively, which did not require prior approval of the Commissioners. In addition, the domestic life insurance companies paid dividends of $1,067 million which were paid after approval was received from the Commissioner. Based upon anticipated on-
195
going positive statutory earnings and favorable credit markets, we expect our domestic life insurance subsidiaries could pay dividends of approximately $957 million in 2008 without prior approval from the respective state commissioners.
LNL is recognized as an accredited reinsurer in the state of New York, which effectively enables it to conduct reinsurance business with unrelated insurance companies that are domiciled within the state of New York. As a result, in addition to regulatory restrictions imposed by the state of Indiana, LNL is also subject to the regulatory requirements that the State of New York imposes upon authorized insurers. These include higher reserves than those required by Indiana. As a result, the level of statutory surplus that LNL reports to New York is less than the statutory surplus reported to Indiana and the NAIC. If New York requires us to maintain a higher level of capital to remain an accredited reinsurer in New York, LNLs ability to pay dividends to us could be constrained. However, we do not expect that LNLs ability to pay dividends during 2008 will be constrained as a result of our status in New York.
The Company also has insurance subsidiaries in the U.K., which are regulated by the U.K. Financial Services Authority (FSA) and are subject to capital requirements as defined by the U.K. Capital Resources Requirement. All insurance companies operating in the U.K. also have to complete a risk-based capital (RBC) assessment to demonstrate to the FSA that they hold sufficient capital to cover their risks. RBC requirements in the U.K. are different than the NAIC requirements. In addition, the FSA has imposed certain minimum capital requirements for the combined U.K. subsidiaries. Lincoln UK maintains approximately 1.5 to 2 times the required capital as prescribed by the regulatory margin. Lincoln UK paid dividends of $75 million and $85 million to LNC during 2007 and 2006, respectively.
19. Fair Value of Financial Instruments
The following discussion outlines the methodologies and assumptions used to determine the fair value of our financial instruments. Considerable judgment is required to develop these fair values. Accordingly, the estimates shown are not necessarily indicative of the amounts that would be realized in a one-time, current market exchange of all of our financial instruments.
Fixed Maturity and Equity Securities
Fair values for fixed maturity securities are based upon quoted market prices, where available. The fair value of private placements are estimated by discounting expected future cash flows using a current market rate applicable to the coupon rate, credit quality and maturity of the investments. For securities that are not actively traded and are not private placements, fair values are estimated using values obtained from independent pricing services.
The fair values for equity securities are based on quoted market prices.
Mortgage Loans on Real Estate
The fair value of mortgage loans on real estate is established using a discounted cash flow method based on credit rating, maturity and future income. The ratings for mortgages in good standing are based on property type, location, market conditions, occupancy, debt service coverage, loan to value, quality of tenancy, borrower and payment record. Fair values for impaired mortgage loans are based on: 1) the present value of expected future cash flows discounted at the loans effective interest rate; 2) the loans market price; or 3) the fair value of the collateral if the loan is collateral dependent.
Derivative Instruments
We employ several different methods for determining the fair value of our derivative instruments. Fair values for derivative contracts are based on current settlement values. These values are based on: 1) quoted market prices; 2) industry standard models that are commercially available; and 3) broker quotes. These techniques project cash flows of the derivatives using current and implied future market conditions. We calculate the present value of the cash flows to determine the derivatives current fair market value.
Other Investments and Cash and Invested Cash
The carrying value of our assets classified as other investments and cash and invested cash on our Consolidated Balance Sheets approximates their fair value. Other investments include limited partnership and other privately held investments that are accounted for using the equity method of accounting.
196
Other Contract Holder Funds
Future contract benefits and other contract holder funds on our Consolidated Balance Sheets include account values of investment contracts and certain guaranteed interest contracts. The fair values for the investment contracts are based on their approximate surrender values. The fair values for the remaining guaranteed interest and similar contracts are estimated using discounted cash flow calculations. These calculations are based on interest rates currently offered on similar contracts with maturities that are consistent with those remaining for the contracts being valued.
The remainder of other contract holder funds that do not fit the definition of investment type insurance contracts are considered insurance contracts. Fair value disclosures are not required for these insurance contracts, nor have we determined the fair value of such contracts.
Short-term and Long-term Debt
Fair values for our senior notes and capital securities are based on quoted market prices or estimated using discounted cash flow analysis based on our incremental borrowing rate at the balance sheet date for similar types of borrowing arrangements where quoted prices are not available. Fair values for junior subordinated debentures issued to affiliated trusts are based on quoted market prices. For short-term debt, excluding current maturities of long-term debt, the carrying value approximates fair value.
Guarantees
Our guarantees relate to mortgage loan pass-through certificates. Based on historical performance where repurchases have been negligible and the current status of the debt, none of the loans are delinquent and the fair value liability for the guarantees related to mortgage loan pass-through certificates is insignificant.
Investment Commitments
Fair values for commitments to make investments in fixed maturity securities (primarily private placements), limited partnerships, mortgage loans on real estate and real estate are based on the difference between the value of the committed investments as of the date of the accompanying Consolidated Balance Sheets and the commitment date. These estimates take into account changes in interest rates, the counterparties credit standing and the remaining terms of the commitments.
Separate Accounts
We report assets held in separate accounts at fair value. The related liabilities are reported at an amount equivalent to the separate account assets.
197
The carrying values and estimated fair values of our financial instruments (in millions) were as follows:
As of December 31, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
Carrying
Value |
Fair
Value |
Carrying
Value |
Fair
Value |
|||||||||||||
Assets |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
Fixed maturities |
$ | 56,276 | $ | 56,276 | $ | 55,853 | $ | 55,853 | ||||||||
Equity |
518 | 518 | 701 | 701 | ||||||||||||
Trading securities |
2,730 | 2,730 | 3,036 | 3,036 | ||||||||||||
Mortgage loans on real estate |
7,423 | 7,602 | 7,384 | 7,570 | ||||||||||||
Derivative instruments |
807 | 807 | 415 | 415 | ||||||||||||
Other investments |
1,075 | 1,075 | 881 | 881 | ||||||||||||
Cash and invested cash |
1,665 | 1,665 | 1,622 | 1,622 | ||||||||||||
Liabilities |
||||||||||||||||
Other contract holder funds: |
||||||||||||||||
Account value of certain investment contracts |
(22,503 | ) | (21,819 | ) | (22,846 | ) | (22,126 | ) | ||||||||
Remaining guaranteed interest and similar contracts |
(619 | ) | (619 | ) | (668 | ) | (668 | ) | ||||||||
Embedded derivative instruments living benefits (liabilities) contra liabilities |
(229 | ) | (229 | ) | 52 | 52 | ||||||||||
Reinsurance related derivative liability |
(220 | ) | (220 | ) | (229 | ) | (229 | ) | ||||||||
Short-term debt |
(550 | ) | (550 | ) | (658 | ) | (658 | ) | ||||||||
Long-term debt |
(4,618 | ) | (4,511 | ) | (3,458 | ) | (3,561 | ) | ||||||||
Off-Balance-Sheet |
||||||||||||||||
Guarantees |
| (2 | ) | | (3 | ) | ||||||||||
Investment commitments |
| | | (2 | ) |
20. Segment Information
We provide products and services in four operating businesses: 1) Individual Markets, 2) Employer Markets, 3) Investment Management and 4) Lincoln UK, and report results through six business segments. We also have Other Operations which includes the financial data for operations that are not directly related to the business segments. Our reporting segments reflect the manner by which our chief operating decision makers view and manage the business. The following is a brief description of these segments and Other Operations.
Individual Markets
The Individual Markets business provides its products through two segments: Annuities and Life Insurance. The Annuities segment provides tax-deferred investment growth and lifetime income opportunities for its clients by offering individual fixed annuities, including indexed annuities, and variable annuities. The Annuities segment also offers broker-dealer services through our wholly-owned subsidiaries. The Life Insurance segment offers wealth protection and transfer opportunities through term insurance, a linked-benefit product (which is a universal life insurance policy linked with riders that provide for long-term care costs) and both single and survivorship versions of universal life and variable universal life.
Employer Markets
The Employer Markets business provides its products through two segments: Retirement Products and Group Protection. The Retirement Products segment includes two major lines of business: Defined Contribution and Executive Benefits. The Defined Contribution business provides employer-sponsored fixed and variable annuities and mutual fund-based programs in the 401(k), 403(b) and 457 plan marketplaces through a wide range of intermediaries including advisors, consultants, brokers, banks, wirehouses, third-party administrators and individual planners. The Executive Benefits business offers corporate-owned universal and variable universal life insurance and bank-owned universal and variable universal life insurance to small to mid-sized banks and mid to large-sized corporations, mostly through executive benefit brokers. The Group Protection segment offers group term life, disability and dental insurance to employers.
198
Investment Management
The Investment Management segment, through Delaware Investments, provides a broad range of managed account portfolios, mutual funds, sub-advised funds and other investment products to individual investors and to institutional investors such as private and public pension funds, foundations and endowment funds.
Lincoln UK
Lincoln UK is headquartered in Barnwood, Gloucester, England, and is licensed to do business throughout the U.K. Lincoln UK primarily focuses on protecting and enhancing the value of its existing customer base. The segment accepts new deposits from existing relationships and markets a limited range of new products including retirement income solutions. Lincoln UKs product portfolio principally consists of unit-linked life and pension products, which are similar to U.S. produced variable life and annuity products, where the risk associated with the underlying investments is borne by the contract holders.
Other Operations
Other Operations includes the financial data for operations that are not directly related to the business segments, unallocated corporate items (such as investment income on investments related to the amount of statutory surplus in our insurance subsidiaries that is not allocated to our business units and other corporate investments, interest expense on short-term and long-term borrowings, and certain expenses, including restructuring and merger-related expenses), our investments in San Diego, Denver, Atlanta and Miami radio stations, which are the remaining radio stations from our former Lincoln Financial Media segment (see Note 3) and the ongoing amortization of deferred gain on the indemnity reinsurance portion of the transaction with Swiss Re. Other Operations also includes the eliminations of intercompany transactions and the inter-segment elimination of the investment advisory fees for asset management services the Investment Management segment provides to the Individual Markets and Employer Markets businesses.
Segment operating revenues and income (loss) from operations are internal measures used by our management and Board of Directors to evaluate and assess the results of our segments. Operating revenues are GAAP revenues excluding net realized gains and losses and the amortization of deferred gain arising from reserve development on business sold through reinsurance. Income (loss) from operations is GAAP net income excluding net realized investment gains and losses, losses on early retirement of debt, reserve development net of related amortization on business sold through reinsurance, initial impact of the adoption of changes in accounting principles and income (loss) from discontinued operations. Our management and Board of Directors believe that operating revenues and income (loss) from operations explain the results of our ongoing businesses in a manner that allows for a better understanding of the underlying trends in our current businesses because the excluded items are unpredictable and not necessarily indicative of current operating fundamentals or future performance of the business segments, and in many instances, decisions regarding these items do not necessarily relate to the operations of the individual segments. Operating revenues and income (loss) from operations do not replace revenues and net income as the GAAP measures of our consolidated results of operations.
199
Segment information (in millions) was as follows:
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Revenues |
||||||||||||
Operating revenues: |
||||||||||||
Individual Markets: |
||||||||||||
Annuities |
$ | 2,600 | $ | 2,161 | $ | 1,422 | ||||||
Life Insurance |
3,921 | 3,256 | 1,911 | |||||||||
Total Individual Markets |
6,521 | 5,417 | 3,333 | |||||||||
Employer Markets: |
||||||||||||
Retirement Products |
1,441 | 1,360 | 1,175 | |||||||||
Group Protection |
1,500 | 1,032 | | |||||||||
Total Employer Markets |
2,941 | 2,392 | 1,175 | |||||||||
Investment Management (1) |
590 | 564 | 475 | |||||||||
Lincoln UK (2) |
370 | 308 | 318 | |||||||||
Other Operations |
281 | 283 | 175 | |||||||||
Realized loss (3) |
(118 | ) | (3 | ) | (3 | ) | ||||||
Amortization of deferred gain on indemnity reinsurance related to reserve developments |
9 | 1 | 2 | |||||||||
Total revenues |
$ | 10,594 | $ | 8,962 | $ | 5,475 | ||||||
(1) |
Revenues for the Investment Management segment included inter-segment revenues for asset management services provided to our other segments. These inter-segment revenues totaled $87 million, $97 million and $99 million for the years ended December 31, 2007, 2006 and 2005, respectively. |
(2) |
Revenues from our Lincoln UK segment represent our revenues from a foreign country. |
(3) |
See Note 4 for the pre-tax detail of the realized loss. |
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Net Income |
||||||||||||
Operating income: |
||||||||||||
Individual Markets: |
||||||||||||
Annuities |
$ | 448 | $ | 409 | $ | 252 | ||||||
Life Insurance |
675 | 496 | 260 | |||||||||
Total Individual Markets |
1,123 | 905 | 512 | |||||||||
Employer Markets: |
||||||||||||
Retirement Products |
235 | 253 | 207 | |||||||||
Group Protection |
114 | 99 | | |||||||||
Total Employer Markets |
349 | 352 | 207 | |||||||||
Investment Management |
76 | 55 | 17 | |||||||||
Lincoln UK |
46 | 39 | 43 | |||||||||
Other Operations |
(184 | ) | (53 | ) | 54 | |||||||
Realized loss (1) |
(82 | ) | (1 | ) | (2 | ) | ||||||
Early extinguishment of debt |
| (3 | ) | | ||||||||
Reserve development, net of related amortization on business sold through indemnity reinsurance |
(7 | ) | 1 | | ||||||||
Income from continuing operations |
1,321 | 1,295 | 831 | |||||||||
Income (loss) from discontinued operations |
(106 | ) | 21 | | ||||||||
Net income |
$ | 1,215 | $ | 1,316 | $ | 831 | ||||||
(1) |
See Note 4 for the pre-tax detail of the realized loss. |
200
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Net Investment Income |
||||||||||||
Individual Markets: |
||||||||||||
Annuities |
$ | 1,040 | $ | 1,039 | $ | 614 | ||||||
Life Insurance |
1,856 | 1,511 | 909 | |||||||||
Total Individual Markets |
2,896 | 2,550 | 1,523 | |||||||||
Employer Markets: |
||||||||||||
Retirement Products |
1,100 | 1,055 | 898 | |||||||||
Group Protection |
115 | 80 | | |||||||||
Total Employer Markets |
1,215 | 1,135 | 898 | |||||||||
Lincoln UK |
81 | 71 | 78 | |||||||||
Other Operations |
192 | 225 | 203 | |||||||||
Total net investment income |
$ | 4,384 | $ | 3,981 | $ | 2,702 | ||||||
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Amortization of DAC and VOBA, Net of Interest |
||||||||||||
Individual Markets: |
||||||||||||
Annuities |
$ | 338 | $ | 316 | $ | 183 | ||||||
Life Insurance |
495 | 437 | 258 | |||||||||
Total Individual Markets |
833 | 753 | 441 | |||||||||
Employer Markets: |
||||||||||||
Retirement Products |
112 | 84 | 63 | |||||||||
Group Protection |
31 | 16 | | |||||||||
Total Employer Markets |
143 | 100 | 63 | |||||||||
Lincoln UK |
53 | 38 | 38 | |||||||||
Other Operations |
| | (1 | ) | ||||||||
Total amortization of DAC and VOBA, net of interest |
$ | 1,029 | $ | 891 | $ | 541 | ||||||
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Federal Income Tax Expense (Benefit) |
||||||||||||
Individual Markets: |
||||||||||||
Annuities |
$ | 139 | $ | 95 | $ | 69 | ||||||
Life Insurance |
345 | 249 | 127 | |||||||||
Total Individual Markets |
484 | 344 | 196 | |||||||||
Employer Markets: |
||||||||||||
Retirement Products |
96 | 96 | 80 | |||||||||
Group Protection |
61 | 53 | | |||||||||
Total Employer Markets |
157 | 149 | 80 | |||||||||
Investment Management |
43 | 29 | 10 | |||||||||
Lincoln UK |
24 | 21 | 23 | |||||||||
Other Operations |
(116 | ) | (56 | ) | (65 | ) | ||||||
Realized loss |
(35 | ) | (2 | ) | (1 | ) | ||||||
Loss on early retirement of debt |
| (2 | ) | | ||||||||
Amortization of deferred gain on indemnity reinsurance related to reserve developments |
(4 | ) | | 1 | ||||||||
Total federal income tax expense |
$ | 553 | $ | 483 | $ | 244 | ||||||
201
202
22. Quarterly Results of Operations (Unaudited)
The unaudited quarterly results of operations (in millions, except per share data) were as follows:
Three Months Ended | |||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||
2007 |
|||||||||||||
Total revenues |
$ | 2,628 | $ | 2,712 | $ | 2,647 | $ | 2,607 | |||||
Total benefits and expenses |
2,070 | 2,187 | 2,199 | 2,264 | |||||||||
Income from continuing operations |
388 | 370 | 323 | 240 | |||||||||
Income (loss) from discontinued operations, net of federal income taxes |
8 | 6 | 7 | (127 | ) | ||||||||
Net income |
396 | 376 | 330 | 113 | |||||||||
Earnings per common share basic: |
|||||||||||||
Income from continuing operations |
1.41 | 1.37 | 1.20 | 0.91 | |||||||||
Income (loss) from discontinued operations |
0.03 | 0.02 | 0.02 | (0.46 | ) | ||||||||
Net income |
1.44 | 1.39 | 1.22 | 0.45 | |||||||||
Earnings per common share diluted: |
|||||||||||||
Income from continuing operations |
1.39 | 1.35 | 1.18 | 0.90 | |||||||||
Income (loss) from discontinued operations |
0.03 | 0.02 | 0.03 | (0.47 | ) | ||||||||
Net income |
1.42 | 1.37 | 1.21 | 0.43 | |||||||||
2006 |
|||||||||||||
Total revenues |
$ | 1,422 | $ | 2,467 | $ | 2,455 | $ | 2,618 | |||||
Total benefits and expenses |
1,107 | 1,971 | 2,006 | 2,100 | |||||||||
Income from continuing operations |
221 | 344 | 357 | 373 | |||||||||
Income from discontinued operations, net of federal income taxes |
| 5 | 7 | 9 | |||||||||
Net income |
221 | 349 | 364 | 382 | |||||||||
Earnings per common share basic: |
|||||||||||||
Income from continuing operations |
1.27 | 1.23 | 1.28 | 1.35 | |||||||||
Income from discontinued operations |
| 0.02 | 0.03 | 0.03 | |||||||||
Net income |
1.27 | 1.25 | 1.31 | 1.38 | |||||||||
Earnings per common share diluted: |
|||||||||||||
Income from continuing operations |
1.24 | 1.22 | 1.26 | 1.33 | |||||||||
Income from discontinued operations |
| 0.01 | 0.03 | 0.04 | |||||||||
Net income |
1.24 | 1.23 | 1.29 | 1.37 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
None.
Item 9A. | Controls and Procedures |
(a) Conclusions Regarding Disclosure Controls and Procedures
We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to the Companys management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period required by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us and our consolidated subsidiaries required to be disclosed in our periodic reports under the Exchange Act.
203
(b) Managements Report on Internal Control Over Financial Reporting
Managements Report on Internal Control Over Financial Reporting is included on page 130 of Item 8. Financial Statements and Supplementary Data and is incorporated herein by reference.
A control system, no matter how well designed and operated, can provide only reasonable assurance that the control systems objectives will be met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
(c) Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as that term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. | Other Information |
None.
204
Item 10. | Directors, Executive Officers and Corporate Governance |
Information for this item relating to officers of LNC is incorporated by reference to Part I Executive Officers of the Registrant. Information for this item relating to directors of LNC is incorporated by reference to the sections captioned THE BOARD OF DIRECTORS AND COMMITTEES Current Committee Membership and Meetings Held During 2007, THE BOARD OF DIRECTORS AND COMMITTEES Audit Committee, ITEM 1 Election of Directors and SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE of LNCs Proxy Statement for the Annual Meeting scheduled for May 8, 2008.
We have adopted a code of ethics, which we refer to as our Code of Conduct that applies, among others, to our principal executive officer, principal financial officer, principal accounting officer, or controller and other persons performing similar functions. The Code of Conduct is posted on our Internet website (www.lincolnfinancial.com). LNC will provide to any person without charge, upon request, a copy of such code. Requests for the Code of Conduct should be directed to: Corporate Secretary, Lincoln National Corporation, 150 N. Radnor Chester Road, Suite A305, Radnor, PA 19087. We intend to disclose any amendment or waiver from the provisions of our Code of Conduct that applies to our directors and executive officers on our website, www.lincolnfinancial.com.
Item 11. | Executive Compensation |
Information for this item is incorporated by reference to the sections captioned EXECUTIVE COMPENSATION, COMPENSATION OF DIRECTORS and COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION, of LNCs Proxy Statement for the Annual Meeting scheduled for May 8, 2008.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Information for this item is incorporated by reference to the section captioned SECURITY OWNERSHIP of LNCs Proxy Statement for the Annual Meeting scheduled for May 8, 2008.
The table below provides information as of December 31, 2007, regarding securities authorized for issuance under LNCs equity compensation plans. See Note 17 to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for a brief description of our equity compensation plans.
Securities Authorized for Issuance Under Equity Compensation Plans
(a) | (b) | (c) | |||||||
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (1) |
Weighted-
average exercise price of outstanding options, warrants and rights |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||
Equity compensation plans approved by shareholders |
8,052,174 | (2) | $ | 35.87 | 7,876,293 | (3) | |||
Equity compensation plans not approved by shareholders |
None | | |
(1) |
This amount excludes outstanding stock options assumed in connection with our acquisition of Jefferson Pilot Corporation as follows: |
|
6,765,893 shares to be issued upon exercise of outstanding options as of December 31, 2007 under the Jefferson Pilot Corporation Long-Term Stock Incentive Plan with a weighted average exercise price of $44.95. |
|
445,573 shares to be issued upon exercise of outstanding options as of December 31, 2007 under the Jefferson Pilot Corporation Non-Employee Directors Stock Option Plan with a weighted average exercise price of $42.73. |
(2) |
This amount includes the following: |
|
4,503,383 outstanding options. |
205
|
670,759 and 1,127,748 represent outstanding long-term incentive awards, based on the maximum amounts potentially payable under the awards in stock options and shares (including potential dividend equivalents). The long-term incentive awards have not been earned as of December 31, 2007. The number of options and shares, if any, to be issued pursuant to such awards will be determined based upon our, and in some cases, our subsidiaries performance, over the applicable three-year performance period. Since payment of the awards depends upon performance and not on an exercise price, they are not included in the weighted-average exercise price calculation in column (b). The long-term incentive awards are all issued under our Amended and Restated Incentive Compensation Plan (ICP). |
|
25,323 outstanding restricted stock units. |
|
1,724,961 outstanding deferred stock units. |
(3) |
Includes up to 7,150,055 securities available for issuance in connection with restricted stock, restricted stock units, performance stock units, deferred stock, deferred stock unit awards under the ICP. Shares that may be issued in payment of awards, other than options and stock appreciation rights, reduce the number of securities remaining available for future issuance under equity compensation plans at a ratio of 3.25-to-1. Also includes up to 498,890 securities available for issuance in connection with deferred stock units under the Deferred Compensation Plan for Non-Employee Directors. |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Information for this item is incorporated by reference to the sections captioned RELATED PARTY TRANSACTIONS and GOVERNANCE OF THE COMPANY Director Independence of LNCs Proxy Statement for the Annual Meeting scheduled for May 8, 2008.
Item 14. | Principal Accountant Fees and Services |
Information for this item is incorporated by reference to the sections captioned ITEM 2 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Registered Independent Public Accounting Firm Fees and Services and ITEM 2 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit Committee Pre-Approval Policy of LNCs Proxy Statement for the Annual Meeting scheduled for May 8, 2008.
206
Item 15. | Exhibits and Financial Statement Schedules |
(a) (1) Financial Statements
The following Consolidated Financial Statements of Lincoln National Corporation are included in Item 8:
Management Report on Internal Control Over Financial Reporting |
Reports of Independent Registered Public Accounting Firm |
Consolidated Balance Sheets - December 31, 2007 and 2006 |
Consolidated Statements of Income - Years ended December 31, 2007, 2006 and 2005 |
Consolidated Statements of Stockholders Equity - Years ended December 31, 2007, 2006 and 2005 |
Consolidated Statements of Cash Flows - Years ended December 31, 2007, 2006 and 2005 |
Notes to Consolidated Financial Statements |
(a) (2) Financial Statement Schedules
The Financial Statement Schedules are listed in the Index to Financial Statement Schedules on page FS-1, which is incorporated herein by reference.
(a) (3) Listing of Exhibits
The Exhibits are listed in the Index to Exhibits beginning on page E-1, which is incorporated herein by reference.
(c) The financial statement schedules for Lincoln National Corporation begin on page FS-2, which are incorporated herein by reference.
207
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, LNC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LINCOLN NATIONAL CORPORATION | ||||
Date: February 29, 2008 | By: |
/s/ Frederick J. Crawford |
||
Frederick J. Crawford | ||||
Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 29, 2008.
Signature |
Title |
|
/s/ Dennis R. Glass |
President, Chief Executive Officer and Director | |
Dennis R. Glass | (Principal Executive Officer) | |
/s/ Frederick J. Crawford |
Senior Vice President and Chief Financial Officer | |
Frederick J. Crawford | (Principal Financial Officer) | |
/s/ Douglas N. Miller |
Vice President and Chief Accounting Officer | |
Douglas N. Miller | (Principal Accounting Officer) | |
/s/ William J. Avery |
Director | |
William J. Avery | ||
/s/ J. Patrick Barrett |
Director | |
J. Patrick Barrett | ||
/s/ William H. Cunningham |
Director | |
William H. Cunningham | ||
/s/ George W. Henderson, III |
Director | |
George W. Henderson, III | ||
/s/ Eric G. Johnson |
Director | |
Eric G. Johnson | ||
/s/ M. Leanne Lachman |
Director | |
M. Leanne Lachman | ||
/s/ Michael F. Mee |
Director | |
Michael F. Mee | ||
/s/ William Porter Payne |
Director | |
William Porter Payne | ||
/s/ Patrick S. Pittard |
Director | |
Patrick S. Pittard |
208
Signature |
Title |
|
/s/ David A. Stonecipher |
Director | |
David A. Stonecipher | ||
/s/ Isaiah Tidwell |
Director | |
Isaiah Tidwell |
209
Index to Financial Statement Schedules
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, are inapplicable or the required information is included in the consolidated financial statements, and therefore are omitted.
FS-1
SCHEDULE I SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES
(in millions)
Column A |
Column B | Column C | Column D | ||||||
As of December 31, 2007 | |||||||||
Type of Investment |
Cost |
Fair
Value |
Carrying
Value |
||||||
Available-For-Sale Fixed Maturity Securities (1) | |||||||||
Bonds: | |||||||||
U.S. government and government agencies and authorities |
$ | 205 | $ | 222 | $ | 222 | |||
States, municipalities and political subdivisions |
151 | 153 | 153 | ||||||
Asset and mortgage-backed securities |
10,658 | 10,605 | 10,605 | ||||||
Foreign governments |
979 | 1,037 | 1,037 | ||||||
Public utilities |
5,804 | 5,878 | 5,878 | ||||||
Convertibles and bonds with warrants attached |
8 | 9 | 9 | ||||||
All other corporate bonds |
38,161 | 38,261 | 38,261 | ||||||
Redeemable preferred stocks |
103 | 111 | 111 | ||||||
Total available-for-sale fixed maturity securities |
56,069 | 56,276 | 56,276 | ||||||
Available-For-Sale Equity Securities (1) | |||||||||
Common stocks: | |||||||||
Public utilities |
| 1 | 1 | ||||||
Banks, trusts and insurance companies |
412 | 381 | 381 | ||||||
Industrial, miscellaneous and all other |
29 | 32 | 32 | ||||||
Nonredeemable preferred stocks |
107 | 104 | 104 | ||||||
Total available-for-sale equity securities |
548 | 518 | 518 | ||||||
Trading securities | 2,511 | 2,730 | 2,730 | ||||||
Derivative instruments | 663 | 807 | 807 | ||||||
Mortgage loans on real estate | 7,423 | 7,602 | 7,423 | ||||||
Real estate | 258 | 258 | |||||||
Policy loans | 2,835 | 2,835 | |||||||
Other investments | 1,075 | 1,075 | 1,075 | ||||||
Total investments |
$ | 71,382 | $ | 71,922 | |||||
(1) |
Investments deemed to have declines in value that are other than temporary are written down or reserved for to reduce the carrying value to their estimated realizable value. |
FS-2
SCHEDULE II CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
PARENT COMPANY ONLY
(in millions, except share data)
As of December 31, | ||||||||
2007 | 2006 | |||||||
ASSETS |
||||||||
Investments in subsidiaries (1) | $ | 15,231 | $ | 14,600 | ||||
Derivative instruments | 68 | | ||||||
Other investments | 442 | 10 | ||||||
Cash and invested cash | 271 | 132 | ||||||
Loans to subsidiaries (1) | 1,640 | 1,332 | ||||||
Other assets | 281 | 257 | ||||||
Total assets |
$ | 17,933 | $ | 16,331 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Liabilities | ||||||||
Dividends payable | $ | 109 | $ | 109 | ||||
Short-term debt | 550 | 350 | ||||||
Long-term debt | 4,772 | 2,873 | ||||||
Loans from subsidiaries (1) | 327 | 695 | ||||||
Other liabilities | 457 | 103 | ||||||
Total liabilities |
6,215 | 4,130 | ||||||
Contingencies and Commitments |
||||||||
Stockholders' Equity | ||||||||
Series A preferred stock-10,000,000 shares authorized | | 1 | ||||||
Common stock-800,000,000 shares authorized | 7,200 | 7,449 | ||||||
Retained earnings | 4,293 | 4,138 | ||||||
Accumulated other comprehensive income | ||||||||
Net unrealized gain on available-for-sale securities |
86 | 493 | ||||||
Net unrealized gain on derivative instruments |
53 | 39 | ||||||
Foreign currency translation adjustment |
175 | 165 | ||||||
Funded status of employee benefit plans |
(89 | ) | (84 | ) | ||||
Total accumulated other comprehensive income |
225 | 613 | ||||||
Total stockholders' equity |
11,718 | 12,201 | ||||||
Total liabilities and stockholders' equity |
$ | 17,933 | $ | 16,331 | ||||
(1) |
Eliminated in consolidation. |
FS-3
LINCOLN NATIONAL CORPORATION
SCHEDULE II CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
STATEMENTS OF INCOME
PARENT COMPANY ONLY
(in millions)
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Revenues | ||||||||||||
Dividends from subsidiaries (1) | $ | 1,613 | $ | 907 | $ | 306 | ||||||
Interest from subsidiaries (1) | 102 | 87 | 81 | |||||||||
Net investment income | 21 | 19 | 9 | |||||||||
Realized gain (loss) on investments | (49 | ) | 1 | (1 | ) | |||||||
Other | 14 | (1 | ) | 1 | ||||||||
Total revenues |
1,701 | 1,013 | 396 | |||||||||
Expenses | ||||||||||||
Operating and administrative | 64 | 67 | 3 | |||||||||
Interest - subsidiaries (1) | 93 | 22 | 13 | |||||||||
Interest - other | 281 | 190 | 84 | |||||||||
Total expenses |
438 | 279 | 100 | |||||||||
Income before federal income tax benefit, equity in income of subsidiaries, less dividends |
1,263 | 734 | 296 | |||||||||
Federal income tax benefit |
126 | 91 | 9 | |||||||||
Income before equity in income of subsidiaries, less dividends |
1,389 | 825 | 305 | |||||||||
Equity in income of subsidiaries, less dividends |
(174 | ) | 491 | 526 | ||||||||
Net income |
$ | 1,215 | $ | 1,316 | $ | 831 | ||||||
(1) |
Eliminated in consolidation. |
FS-4
LINCOLN NATIONAL CORPORATION
SCHEDULE II CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
STATEMENTS OF CASH FLOW
PARENT COMPANY ONLY
(in millions)
For the Years Ended December 31, | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Cash Flows from Operating Activities |
||||||||||||
Net income |
$ | 1,215 | $ | 1,316 | $ | 831 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Equity in income of subsidiaries greater than distributions (1) |
(318 | ) | (491 | ) | (526 | ) | ||||||
Realized (gain) loss on investments |
49 | (1 | ) | 1 | ||||||||
Change in federal income tax accruals |
(12 | ) | 67 | (42 | ) | |||||||
Other |
26 | 7 | 6 | |||||||||
Net adjustments |
(255 | ) | (418 | ) | (561 | ) | ||||||
Net cash provided by operating activities |
960 | 898 | 270 | |||||||||
Cash Flows from Investing Activities |
||||||||||||
Net sales (purchases) of investments |
(1 | ) | 25 | (5 | ) | |||||||
Purchases of derivatives |
(26 | ) | | | ||||||||
Proceeds received on stock monetization |
170 | | | |||||||||
Purchase of Jefferson-Pilot stock |
| (1,865 | ) | | ||||||||
Increase in investment in subsidiaries (1) |
(325 | ) | (68 | ) | (14 | ) | ||||||
Cash acquired through affiliated mergers |
16 | | | |||||||||
Other |
| | 6 | |||||||||
Net cash used in investing activities |
(166 | ) | (1,908 | ) | (13 | ) | ||||||
Cash Flows from Financing Activities |
||||||||||||
Payment of long-term debt |
(350 | ) | (178 | ) | (193 | ) | ||||||
Issuance of long-term debt |
1,443 | 2,045 | | |||||||||
Net increase (decrease) in short-term debt |
265 | (120 | ) | 98 | ||||||||
Net increase (decrease) in loans from subsidiaries (1) |
(378 | ) | 433 | 22 | ||||||||
Net (increase) decrease in loans to subsidiaries (1) |
(308 | ) | (47 | ) | 95 | |||||||
Common stock issued for benefit plans |
91 | 167 | 92 | |||||||||
Retirement of common stock |
(989 | ) | (1,002 | ) | (104 | ) | ||||||
Dividends paid to stockholders |
(429 | ) | (385 | ) | (255 | ) | ||||||
Net cash provided by (used in) financing activities |
(655 | ) | 913 | (245 | ) | |||||||
Net increase (decrease) in cash and invested cash |
139 | (97 | ) | 12 | ||||||||
Cash and invested cash at beginning-of-year |
132 | 229 | 217 | |||||||||
Cash and invested cash at end-of-year |
$ | 271 | $ | 132 | $ | 229 | ||||||
(1) |
Eliminated in consolidation. |
FS-5
SCHEDULE III SUPPLEMENTARY INSURANCE INFORMATION
(in millions)
Column A |
Column B | Column C | Column D | Column E | Column F | |||||||||||
Segment |
DAC and
VOBA |
Future
Contract Benefits |
Unearned
Premiums (1) |
Other Contract
Holder Funds |
Insurance
Premiums |
|||||||||||
As of or for the Years Ended December 31, 2007 | ||||||||||||||||
Individual Markets: | ||||||||||||||||
Annuities |
$ | 2,477 | $ | 817 | $ | | $ | 17,750 | $ | 118 | ||||||
Life Insurance |
5,409 | 5,442 | | 25,844 | 348 | |||||||||||
Total Individual Markets |
7,886 | 6,259 | | 43,594 | 466 | |||||||||||
Employer Markets: | ||||||||||||||||
Retirement Products |
797 | 2,089 | | 14,890 | 1 | |||||||||||
Group Protection |
123 | 1,273 | | 17 | 1,380 | |||||||||||
Total Employer Markets |
920 | 3,362 | | 14,907 | 1,381 | |||||||||||
Investment Management | | | | | | |||||||||||
Lincoln UK | 772 | 1,147 | | 403 | 95 | |||||||||||
Other Operations | 2 | 4,782 | | 1,193 | 3 | |||||||||||
Total |
$ | 9,580 | $ | 15,550 | $ | | $ | 60,097 | $ | 1,945 | ||||||
As of or for the Years Ended December 31, 2006 | ||||||||||||||||
Individual Markets: | ||||||||||||||||
Annuities |
$ | 2,050 | $ | 438 | $ | | $ | 18,230 | $ | 47 | ||||||
Life Insurance |
4,659 | 5,641 | | 23,738 | 321 | |||||||||||
Total Individual Markets |
6,709 | 6,079 | | 41,968 | 368 | |||||||||||
Employer Markets: | ||||||||||||||||
Retirement Products |
763 | 1,778 | | 15,008 | 5 | |||||||||||
Group Protection |
138 | 1,183 | | 17 | 949 | |||||||||||
Total Employer Markets |
901 | 2,961 | | 15,025 | 954 | |||||||||||
Investment Management | | | | | | |||||||||||
Lincoln UK | 809 | 1,119 | | 436 | 79 | |||||||||||
Other Operations | 1 | 4,612 | | 1,716 | 5 | |||||||||||
Total |
$ | 8,420 | $ | 14,771 | $ | | $ | 59,145 | $ | 1,406 | ||||||
As of or for the Years Ended December 31, 2005 | ||||||||||||||||
Individual Markets: | ||||||||||||||||
Annuities |
$ | 1,328 | $ | 518 | $ | | $ | 10,606 | $ | 37 | ||||||
Life Insurance |
2,544 | 3,563 | | 12,866 | 198 | |||||||||||
Total Individual Markets |
3,872 | 4,081 | | 23,472 | 235 | |||||||||||
Employer Markets: | ||||||||||||||||
Retirement Products |
568 | 1,890 | | 11,615 | 9 | |||||||||||
Group Protection |
| | | | | |||||||||||
Total Employer Markets |
568 | 1,890 | | 11,615 | 9 | |||||||||||
Investment Management | | | | | | |||||||||||
Lincoln UK | 743 | 1,023 | | 395 | 63 | |||||||||||
Other Operations | (20 | ) | 4,709 | | 110 | 1 | ||||||||||
Total |
$ | 5,163 | $ | 11,703 | $ | | $ | 35,592 | $ | 308 | ||||||
(1) |
Unearned premiums are included in Column E, other contract holder funds. |
FS-6
LINCOLN NATIONAL CORPORATION
SCHEDULE III SUPPLEMENTATY INSURANCE INFORMATION (continued)
(in millions)
Column A |
Column G | Column H | Column I | Column J | Column K | |||||||||||
Segment |
Net
Investment Income (2) |
Benefits
and Interest Credited |
Amortization
of DAC and VOBA |
Other
Operating Expenses (2) |
Premiums
Written |
|||||||||||
For the Year Ended December 31, 2007 | ||||||||||||||||
Individual Markets: | ||||||||||||||||
Annuities |
$ | 1,040 | $ | 987 | $ | (436 | ) | $ | 1,462 | $ | | |||||
Life Insurance |
1,856 | 2,091 | (604 | ) | 1,415 | | ||||||||||
Total Individual Markets |
2,896 | 3,078 | (1,040 | ) | 2,877 | | ||||||||||
Employer Markets: | ||||||||||||||||
Retirement Products |
1,100 | 753 | (15 | ) | 371 | | ||||||||||
Group Protection |
115 | 999 | (23 | ) | 349 | | ||||||||||
Total Employer Markets |
1,215 | 1,752 | (38 | ) | 720 | | ||||||||||
Investment Management | | | | 471 | | |||||||||||
Lincoln UK | 81 | 138 | 49 | 113 | | |||||||||||
Other Operations | 192 | 184 | | 416 | | |||||||||||
Total |
$ | 4,384 | $ | 5,152 | $ | (1,029 | ) | $ | 4,597 | $ | | |||||
For the Year Ended December 31, 2006 | ||||||||||||||||
Individual Markets: | ||||||||||||||||
Annuities |
$ | 1,039 | $ | 789 | $ | (296 | ) | $ | 1,166 | $ | | |||||
Life Insurance |
1,511 | 1,769 | (371 | ) | 1,113 | | ||||||||||
Total Individual Markets |
2,550 | 2,558 | (667 | ) | 2,279 | | ||||||||||
Employer Markets: | ||||||||||||||||
Retirement Products |
1,055 | 680 | (36 | ) | 365 | | ||||||||||
Group Protection |
80 | 663 | (21 | ) | 238 | | ||||||||||
Total Employer Markets |
1,135 | 1,343 | (57 | ) | 603 | | ||||||||||
Investment Management | | | | 479 | | |||||||||||
Lincoln UK | 71 | 108 | 36 | 104 | | |||||||||||
Other Operations | 225 | 161 | 1 | 236 | | |||||||||||
Total |
$ | 3,981 | $ | 4,170 | $ | (687 | ) | $ | 3,701 | $ | | |||||
For the Year Ended December 31, 2005 | ||||||||||||||||
Individual Markets: | ||||||||||||||||
Annuities |
$ | 614 | $ | 487 | $ | (259 | ) | $ | 873 | $ | | |||||
Life Insurance |
909 | 1,021 | (115 | ) | 618 | | ||||||||||
Total Individual Markets |
1,523 | 1,508 | (374 | ) | 1,491 | | ||||||||||
Employer Markets: | ||||||||||||||||
Retirement Products |
897 | 574 | (58 | ) | 372 | | ||||||||||
Group Protection |
| | | | | |||||||||||
Total Employer Markets |
897 | 574 | (58 | ) | 372 | | ||||||||||
Investment Management | | | | 449 | | |||||||||||
Lincoln UK | 79 | 116 | 35 | 101 | | |||||||||||
Other Operations | 203 | 134 | | 52 | | |||||||||||
Total |
$ | 2,702 | $ | 2,332 | $ | (397 | ) | $ | 2,465 | $ | | |||||
(2) |
The allocation of expenses between investments and other operations are based on a number of assumptions and estimates. Results would change if different methods were applied. |
FS-7
SCHEDULE IV REINSURANCE
(in millions)
Column A |
Column B | Column C | Column D | Column E | Column F | ||||||||||
Description |
Gross
Amount |
Ceded
to Other Companies |
Assumed
from Other Companies |
Net
Amount |
Percentage
of Amount Assumed to Net |
||||||||||
As of or for the Year Ended December 31, 2007 | |||||||||||||||
Individual life insurance in force |
$ | 744,500 | $ | 350,500 | $ | 3,700 | $ | 397,700 | 0.9 | % | |||||
Premiums: |
|||||||||||||||
Life insurance and annuities (1) |
$ | 5,171 | $ | 925 | $ | 12 | $ | 4,258 | 0.3 | % | |||||
Health insurance |
968 | 27 | | 941 | | ||||||||||
Total |
$ | 6,139 | $ | 952 | $ | 12 | $ | 5,199 | |||||||
As of or for the Year Ended December 31, 2006 | |||||||||||||||
Individual life insurance in force |
$ | 697,900 | $ | 333,800 | $ | 4,700 | $ | 368,800 | 1.3 | % | |||||
Premiums: |
|||||||||||||||
Life insurance and annuities (1) |
$ | 4,156 | $ | 810 | $ | 8 | $ | 3,354 | 0.2 | % | |||||
Health insurance |
677 | 21 | | 656 | | ||||||||||
Total |
$ | 4,833 | $ | 831 | $ | 8 | $ | 4,010 | |||||||
As of or for the Year Ended December 31, 2005 | |||||||||||||||
Individual life insurance in force |
$ | 338,500 | $ | 256,700 | $ | 600 | $ | 82,400 | 0.7 | % | |||||
Premiums: |
|||||||||||||||
Life insurance and annuities (1) |
$ | 2,665 | $ | 607 | $ | 1 | $ | 2,059 | | ||||||
Health insurance |
7 | 6 | | 1 | | ||||||||||
Total |
$ | 2,672 | $ | 613 | $ | 1 | $ | 2,060 | |||||||
(1) |
Includes insurance fees on universal life and other interest-sensitive products. |
FS-8
SCHEDULE V VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Column A |
Column B |
Column C
Additions |
Column D | Column E | ||||||||||||
Description |
Balance at
Beginning of Period |
Charged to
Costs Expenses (1) |
Charged
to Other Accounts- Describe |
Deductions-
Describe (2) |
Balance
at End of Period |
|||||||||||
As of December 31, 2007 | ||||||||||||||||
Deducted from asset accounts: | ||||||||||||||||
Reserve for mortgage loans on real estate |
$ | 2 | $ | | $ | | $ | (2 | ) | $ | | |||||
Included in other liabilities: | ||||||||||||||||
Investment guarantees |
| | | | | |||||||||||
As of December 31, 2006 | ||||||||||||||||
Deducted from asset accounts: | ||||||||||||||||
Reserve for mortgage loans on real estate |
$ | 9 | $ | 2 | $ | | $ | (9 | ) | $ | 2 | |||||
Included in other liabilities: | ||||||||||||||||
Investment guarantees |
| | | | | |||||||||||
As of December 31, 2005 | ||||||||||||||||
Deducted from asset accounts: | ||||||||||||||||
Reserve for mortgage loans on real estate |
$ | 15 | $ | 2 | $ | | $ | (8 | ) | $ | 9 | |||||
Included in other liabilities: | ||||||||||||||||
Investment guarantees |
| | | | |
(1) |
Excludes charges for the direct write-off of assets. |
(2) |
Deductions reflect sales, foreclosures of the underlying holdings or change in reserves. |
FS-9
2.1 | Agreement and Plan of Merger dated as of October 9, 2005, among LNC, Quartz Corporation and Jefferson-Pilot Corporation is incorporated by reference to Exhibit 2.1 to LNCs Current Report on Form 8-K (File No. 1-6028) filed with the SEC on October 11, 2005. | |
2.2 | Amendment No. 1 to the Agreement and Plan of Merger dated as of January 26, 2006 among LNC, Lincoln JP Holdings, L.P., Quartz Corporation and Jefferson-Pilot Corporation is incorporated by reference to Exhibit 2.1 to LNCs Current Report on Form 8-K (File No. 1-6028) filed with the SEC on January 31, 2006. | |
2.3 | Stock Purchase Agreement between Lincoln Financial Media Company and Raycom Holdings, LLC is filed herewith.*** | |
3.1 | LNC Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 10, 2007. | |
3.2 | Amended and Restated Bylaws of LNC (effective July 6, 2007) are incorporated by reference to Exhibit 3.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on July 11, 2007. | |
4.1 | Indenture of LNC, dated as of January 15, 1987, between LNC and Morgan Guaranty Trust Company of New York is incorporated by reference to Exhibit 4(a) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 1994. | |
4.2 | First Supplemental Indenture, dated as of July 1, 1992, to Indenture dated as of January 15, 1987 is incorporated by reference to Exhibit 4(b) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2001. | |
4.3 | Indenture of LNC, dated as of September 15, 1994, between LNC and The Bank of New York, as trustee, is incorporated by reference to Exhibit 4(c) to LNCs Registration Statement on Form S-3/A (File No. 33-55379) filed with the SEC on September 15, 1994. | |
4.4 | First Supplemental Indenture, dated as of November 1, 2006, to Indenture dated as of September 15, 1994 is incorporated by reference to Exhibit 4.4 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2006. | |
4.5 | Junior Subordinated Indenture, dated as of May 1, 1996, between LNC and The Bank of New York Trust Company, N.A. (successor in interest to J.P. Morgan Trust Company and The First National Bank of Chicago) is incorporated by reference to Exhibit 4(j) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2001. | |
4.6 | First Supplemental Indenture, dated as of August 14, 1998, to Junior Subordinated Indenture dated as of May 1, 1996 is incorporated by reference to Exhibit 4.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 27, 1998. | |
4.7 | Second Supplemental Junior Subordinated Indenture, dated April 20, 2006, to Junior Subordinated Indenture, dated as of May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 20, 2006. | |
4.8 | Third Supplemental Junior Subordinated Indenture dated May 17, 2006, to Junior Subordinated Indenture, dated as of May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 17, 2006. | |
4.9 |
Fourth Supplemental Junior Subordinated Indenture, dated as of November 1, 2006, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.9 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2006. |
E-1
4.10 |
Fifth Supplemental Junior Subordinated Indenture, dated as of March 13, 2007, to Junior Subordinated Indenture, dated May 1, 1996, is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 13, 2007. | |
4.11 |
Indenture, dated as of November 21, 1995, between Jefferson-Pilot Corporation and U.S. National Bank Association (as successor in interest to Wachovia Bank, National Association), is incorporated by reference to Exhibit 4.7 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2006. | |
4.12 |
Third Supplemental Indenture, dated as of January 27, 2004, to Indenture dated as of November 21, 1995, is incorporated by reference to Exhibit 4.8 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2006. | |
4.13 |
Fourth Supplemental Indenture, dated as of January 27, 2004, to Indenture dated as of November 21, 1995, is incorporated by reference to Exhibit 4.9 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2006. | |
4.14 |
Fifth Supplemental Indenture, dated as of April 3, 2006, to Indenture, dated as of November 21, 1995, incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 3, 2006. | |
4.15 |
Sixth Supplemental Indenture, dated as of March 1, 2007, to Indenture dated as of November 21, 1995, is incorporated by reference to Exhibit 4.4 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2007. | |
4.16 |
Form of 6 1 / 2 % Notes due March 15, 2008 incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 24, 1998. | |
4.17 |
Form of 7% Notes due March 15, 2018 incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 24, 1998. | |
4.18 |
Form of 6.20% Note dated December 7, 2001 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on December 11, 2001. | |
4.19 |
Form of 6.75% Trust Preferred Security Certificate is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on September 16, 2003. | |
4.20 |
Form of 6.75% Junior Subordinated Deferrable Interest Debentures, Series F is incorporated by reference to Exhibit 4.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on September 16, 2003. | |
4.21 |
Form of 4.75% Note due February 15, 2014 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February 4, 2004. | |
4.22 |
Form of 7% Capital Securities due 2066 of LNC is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File NO. 1-6028) filed with the SEC on May 17, 2006. | |
4.23 |
Form of 6.75% Capital Securities due 2066 of Lincoln Financial Corporation is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 20, 2006. | |
4.24 |
Form of Floating Rate Senior Note due April 6, 2009 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 7, 2006. | |
4.25 |
Form of 6.15% Senior Note due April 6, 2036 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 7, 2006. |
E-2
4.26 | Amended and Restated Trust Agreement dated September 11, 2003, among LNC, as Depositor, Bank One Trust Company, National Association, as Property Trustee, Bank One Delaware, Inc., as Delaware Trustee, and the Administrative Trustees named therein is incorporated by reference to Exhibit 4.1 of Form 8-K (File No. 1-6028) filed with the SEC on September 16, 2003. | |
4.27 | Guarantee Agreement, dated September 11, 2003, between LNC, as Guarantor, and Bank One Trust Company, National Association, as Guarantee Trustee is incorporated by reference to Exhibit 4.4 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on September 16, 2003. | |
4.28 | Form of 6.05% Capital Securities due 2067 is incorporated by reference to Exhibit 4.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 13, 2007. | |
4.29 | Form of Floating Rate Senior Notes due 2010 is incorporated by reference to Exhibit 4.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 13, 2007. | |
4.30 | Form of 5.65% Senior Notes due 2012 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on August 27, 2007. | |
4.31 | Form of 6.30% Senior Notes due 2037 is incorporated by reference to Exhibit 4.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on October 9, 2007. | |
4.32 | First Supplemental Indenture, dated as of April 3, 2006, among Lincoln JP Holdings, L.P. and JPMorgan Chase Bank, N.A., as trustee, to the Indenture, dated as of January 15, 1997, among Jefferson-Pilot and JPMorgan Chase Bank, N.A., as trustee, is incorporated by reference to Exhibit 10.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 3, 2006. | |
10.1 | 2007 Executive Compensation Matters dated February 22, 2007 are incorporated by reference to Exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2007.* | |
10.2 | LNC Amended and Restated Incentive Compensation Plan (as amended and restated on May 10, 2007) is incorporated by reference to Exhibit 4 to LNCs Proxy Statement (File No. 1-6028) filed with the SEC on April 4, 2007.* | |
10.3 | Amendment Nos. 1 and 2 to the LNC Amended and Restated Incentive Compensation Plan is filed herewith.* | |
10.4 | LNC Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 5 to LNCs Proxy Statement (File No. 1-6028) filed with the SEC on April 4, 2007.* | |
10.5 | Non-Qualified Stock Option Agreement for the LNC Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 10, 2007.* | |
10.6 | Retirement and Release Agreement, dated July 6, 2007, between Jon A. Boscia and LNC is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on July 11, 2007.* | |
10.7 | Description of Change in Compensation Arrangement in connection with promotion of Dennis R. Glass to CEO is incorporated by reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2007.* | |
10.8 | 2007 Non-Employee Director Fees (revised to include fee for non-Executive Chairman) is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2007.* |
E-3
10.9 | Form of Restricted Stock Award Agreement (2007) is incorporated by reference to Exhibit 10.4 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2007.* | |
10.10 | Amended and Restated LNC Supplemental Retirement Plan is filed herewith.* | |
10.11 | The Salary Continuation Plan for Executives of LNC and Affiliates as amended and restated through August 1, 2000 is incorporated by reference to Exhibit 10(b) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2001.* | |
10.12 | Description of resolution dated January 13, 2005 amending the Salary Continuation Plan for Executives of LNC and Affiliates, as amended and restated through August 1, 2000, is incorporated by reference to Exhibit 10(b) to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2005.* | |
10.13 | Amended and Restated Salary Continuation Plan for Executives of LNC and Affiliates is filed herewith.* | |
10.14 | The LNC Outside Directors Value Sharing Plan, last amended March 8, 2001, is incorporated by reference to Exhibit 10(e) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2001.* | |
10.15 | LNC Executive Deferred Compensation Plan for Employees (as last amended August 1, 2002) is incorporated by reference to Exhibit 10(f) to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2002.* | |
10.16 | Description of resolution dated January 13, 2005, amending the LNC Executive Deferred Compensation Plan for Employees, as amended and restated August 1, 2002, is incorporated by reference to Exhibit 10(a) to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2005.* | |
10.17 | LNC Deferred Compensation and Supplemental/Excess Retirement Plan is filed herewith.* | |
10.18 | LNC 1993 Stock Plan for Non-Employee Directors, as last amended May 10, 2001, is incorporated by reference to Exhibit 10(g), to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2001.* | |
10.19 | Amendment No. 2 to the LNC 1993 Stock Plan for Non-Employee Directors (effective February 1, 2006) is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January 13, 2006.* | |
10.20 | Non-Qualified Stock Option Agreement (For Non-Employee Directors) under the LNC 1993 Stock Plan for Non-Employee Directors is incorporated by reference to Exhibit 10(z) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2004.* | |
10.21 | Amendment of outstanding Non-Qualified Option Agreements (for Non-Employee Directors) under the LNC 1993 Stock Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January 12, 2006.* | |
10.22 | Amendment and Restatement of the LNC Executives Severance Benefit Plan is incorporated by reference to Exhibit 10.12 to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2006.* | |
10.23 | LNC Executives Excess Compensation Pension Benefit Plan as last amended January 1, 1989, is incorporated by reference to Exhibit 10(h) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2001.* | |
10.24 | First Amendment to LNC Executives Excess Compensation Pension Benefit Plan, effective December 22, 1999 is incorporated by reference to Exhibit 10(k) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 1999.* |
E-4
10.25 | Description of resolution dated January 13, 2005 amending the LNC Executives Excess Compensation Pension Benefit Plan, incorporated by reference to Exhibit 10(c) to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2005.* | |
10.26 | Amended and Restated LNC Excess Retirement Plan is filed herewith.* | |
10.27 | LNC Deferred Compensation Plan for Non-Employee Directors, effective July 1, 2004, is incorporated by reference to Exhibit 10 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2004.* | |
10.28 | Form of Restricted Stock Unit Agreement under the Delaware Investments U.S., Inc. Incentive Compensation Plan is incorporated by reference to Exhibit 10.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February 13, 2008.* | |
10.29 | Revised Framework for Long-Term performance awards under the Amended and Restated Incentive Compensation Plan is incorporated by reference to Exhibit 10(a) to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 12, 2005.* | |
10.30 | Form of LNC Restricted Stock Agreement is incorporated by reference to Exhibit 10(b) to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January 20, 2005.* | |
10.31 | Form of LNC Stock Option Agreement is incorporated by reference to Exhibit 10(c) to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January 20, 2005.* | |
10.32 | 2005-2007 Form of Long-Term Incentive Award Agreement is incorporated by reference to Exhibit 10(b) to LNCs Form 8-K (File No. 1-6028) filed with the SEC on May 12, 2005.* | |
10.33 | 2005-2007 Long-Term Incentive Award Measures is incorporated by reference to Exhibit 10(t) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2004.* | |
10.34 | Overview of 2006 long-term incentives for senior management committee members under the Amended and Restated Incentive Compensation Plan is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 18, 2006.* | |
10.35 | 2006-2008 Long-Term Incentive Award Measures under the LNC Amended and Restated Annual Incentive Compensation Plan and certain compensation information, is incorporated by reference to Exhibit 10.3 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2006.* | |
10.36 | Form of Long-Term Incentive Award Agreement for senior management committee members (2006-2008 cycle) is incorporated by reference to Exhibit 10.2 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 18, 2006.* | |
10.37 | LNC Employees Supplemental Pension Benefit Plan is incorporated by reference to Exhibit 10(e) to LNCs Form 8-K (File No. 1-6028) filed with the SEC on January 20, 2005.* | |
10.38 | Description of resolution dated January 13, 2005 amending the LNC Employees Supplemental Pension Benefit Plan incorporated by reference to Exhibit 10(d) to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2005.* | |
10.39 | Amended and Restated Delaware Investments U.S., Inc. Incentive Compensation Plan is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on November 9, 2007.* | |
10.40 | Non-qualified Stock Option Agreement Under the Delaware Investments U.S., Inc. Stock Option Plan is incorporated by reference to Exhibit 10(bb) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 2005.* |
E-5
10.41 | LNC Non-Employee Director Compensation is incorporated by reference from Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on September 15, 2006.* | |
10.42 | Form of Stock Option Agreement is incorporated by reference to Exhibit 10.3 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 18, 2006.* | |
10.43 | Form of nonqualified LNC restricted stock award agreement is incorporated by reference to Exhibit 10.15 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 7, 2006.* | |
10.44 | Employment Agreement of Dennis R. Glass, dated December 6, 2003, is incorporated by reference to Exhibit 10(ii) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 2003.* | |
10.45 | Amendment No. 1 to Employment Agreement of Dennis R. Glass, dated March 23, 2005, is incorporated by reference to Exhibit 10.1 of Jefferson-Pilots Form 10-Q (File No. 1-5955) for the quarter ended September 30, 2005.* | |
10.46 | Amendment No. 2 to Employment Agreement of Dennis R. Glass, dated April 2, 2007, is incorporated by reference to Exhibit 10.4 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2007.* | |
10.47 | Jefferson Pilot Corporation Long Term Stock Incentive Plan, as amended in February 2005, is incorporated by reference to Exhibit 10(iii) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 2004.* | |
10.48 | Jefferson Pilot Corporation Non-Employee Directors Stock Option Plan, as amended in February 2005, is incorporated by reference to Exhibit 10(iv) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 2004.* | |
10.49 | Jefferson Pilot Corporation Non-Employee Directors Stock Option Plan, as last amended in 1999, is incorporated by reference to Exhibit 10(vii) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 1998.* | |
10.50 | Jefferson Pilot Corporation Supplemental Benefit Plan, as amended, is incorporated by reference to Exhibit 10(vi) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 1999.* | |
10.51 | Jefferson Pilot Corporation Executive Special Supplemental Benefit Plan, which now operates under the Supplemental Benefit Plan, is incorporated by reference to Exhibit 10(viii) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 1994.* | |
10.52 | Amendment No. 1 to the Jefferson Pilot Corporation Supplemental Benefit Plan is filed herewith.* | |
10.53 | Amended and Restated Executive Special Supplemental Benefit under the terms of the Jefferson Pilot Corporation Supplemental Benefit Plan is filed herewith.* | |
10.54 | Jefferson Pilot Corporation Executive Change in Control Severance Plan, is incorporated by reference to Exhibit 10(xi) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 1998.* | |
10.55 | 1999 Amendment to the Jefferson Pilot Corporation Executive Change in Control Severance Plan, is incorporated by reference to Exhibit 10(ix) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 1999.* | |
10.56 | 2005 Amendment to the Jefferson Pilot Corporation Executive Change in Control Severance Plan, is incorporated by reference to Exhibit 10(vii) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 2005.* |
E-6
10.57 | Jefferson Pilot Corporation Separation Pay Plan, adopted February 12, 2006, is incorporated by reference to Exhibit 10(viii) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 2005.* | |
10.58 | Jefferson Pilot Corporation forms of stock option terms for non-employee directors are incorporated by reference to Exhibit 10(xi) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 2004 and to Exhibit 10.2 of Jefferson-Pilots Form 8-K filed with the SEC on February 17, 2006.* | |
10.59 | Jefferson Pilot Corporation forms of stock option terms for officers are incorporated by reference to Exhibit 10(xi) of Jefferson-Pilots Form 10-K (File No. 1-5955) for the year ended December 31, 2004 and to Exhibit 10.1 of Jefferson-Pilots Form 8-K filed with the SEC on February 17, 2006.* | |
10.60 | Jefferson-Pilot Deferred Fee Plan for Non-Employee Directors, as amended in March 2006 is incorporated by reference to Exhibit 10.14 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on April 7, 2006.* | |
10.61 | Lease and Agreement dated August 1, 1984, with respect to LNLs offices located at Clinton Street and Harrison Street, Fort Wayne, Indiana is incorporated by reference to Exhibit 10(n) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 1995. | |
10.62 | First Amendment of Lease, dated as of June 16, 2006, between Trona Cogeneration Corporation and The Lincoln National Life Insurance Company, is incorporated by reference to Exhibit 10.22 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2006. | |
10.63 | Agreement of Lease dated February 17, 1998, with respect to LNLs offices located at 350 Church Street, Hartford, Connecticut is incorporated by reference to Exhibit 10(q) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 1997. | |
10.64 | Lease and Agreement dated December 10, 1999 with respect to Delaware Management Holdings, Inc., offices located at One Commerce Square, Philadelphia, Pennsylvania is incorporated by reference to Exhibit 10(r) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 1999. | |
10.65 | First Amendment to Lease dated December 10, 1999 with respect to Delaware Management Holdings, Inc. for property located at Commerce Square, Philadelphia, Pennsylvania is incorporated by reference to Exhibit 10(e) to LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2005. | |
10.66 | Sublease and Agreement dated December 10, 1999 between Delaware Management Holdings, Inc. and New York Central Lines LLC for property located at Two Commerce Square, Philadelphia, Pennsylvania is incorporated by reference to Exhibit 10(s) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 1999. | |
10.67 | Consent to Sublease dated December 10, 1999 with respect to Delaware Management Holdings, Inc. for property located at Two Commerce Square and Philadelphia Plaza Phase II, Philadelphia, Pennsylvania is incorporated by reference to Exhibit 10(t) to LNCs Form 10-K (File No. 1-6028) for the year ended December 31, 1999. | |
10.68 | Stock and Asset Purchase Agreement by and among LNC, The Lincoln National Life Insurance Company, Lincoln National Reinsurance Company (Barbados) Limited and Swiss Re Life & Health America Inc. dated July 27, 2001 is incorporated by reference to Exhibit 99.1 to LNCs Form 8-K (File No. 1-6028) filed with the Commission on August 1, 2001. Omitted schedules and exhibits listed in the Agreement will be furnished to the Commission upon request. | |
10.69 | Confirmation Agreement, dated November 3, 2006, relating to LNCs accelerated stock repurchase program with Lehman Brothers Finance, S.A. is incorporated by reference to exhibit 10.1 of LNCs Form 8-K (File No. 1-6028) filed with the SEC on December 1, 2006.** |
E-7
10.70 | Confirmation Agreement, dated August 11, 2006, relating to LNCs accelerated stock repurchase program with Lehman Brothers Finance S.A. is incorporated by reference to exhibit 10.1 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended September 30, 2006.** | |
10.71 | Master Confirmation Agreement and related Supplemental Confirmation, dated April 3, 2006, and Trade Notification, dated April 10, 2006, relating to LNCs accelerated stock repurchase with Goldman, Sachs & Co., is incorporated by reference to Exhibit 10.23 of LNCs Form 10-Q (File No. 1-6028) for the quarter ended June 30, 2006.** | |
10.72 | Fifth Amended and Restated Credit Agreement, dated as of March 10, 2006, among LNC, as an Account Party and Guarantor, the Subsidiary Account Parties, as additional Account Parties, JPMorgan Chase Bank, N.A. as administrative agent, J.P. Morgan Securities Inc. and Wachovia Capital Markets LLC, as joint lead arrangers and joint bookrunners, Wachovia Bank, National Association, as syndication agent, Citibank, N.A., HSBC Bank USA, N.A. and The Bank of New York, as documentation agents, and the other lenders named therein is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on March 15, 2006. | |
10.73 | Credit Agreement, dated as of February 8, 2006, among LNC, JPMorgan Chase Bank, N.A. as administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, Bank of America N.A., as syndication agent, and the other lenders named therein is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) filed with the SEC on February 13, 2006. | |
10.74 | Master Confirmation Agreement and related Supplemental Confirmation, dated March 14, 2007, and Trade Notification, dated March 16, 2007, relating to LNCs Accelerated Stock Repurchase with Citibank, N.A. is incorporated by reference to Exhibit 10.2 to LNCs Form 10-Q (File No. 1-6028) for the quarter ended March 31, 2007.** | |
10.75 | Form of LNC Long-Term Incentive Award Agreement is incorporated by reference to Exhibit 10(d) to LNCs Form 8-K (File No. 1-6028) filed with the Commission on January 20, 2005.* | |
10.76 | Letter Agreement between Theresa M. Stone and LNC is incorporated by reference to Exhibit 10.1 to LNCs Form 8-K (File No. 1-6028) field with the SEC on June 5, 2006. | |
12 | Historical Ratio of Earnings to Fixed Charges. | |
21 | Subsidiaries List | |
23 | Consent of Independent Registered Public Accounting Firm. | |
31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | This exhibit is a management contract or compensatory plan or arrangement. |
** | Portions of the exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission (SEC) pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
E-8
*** | Schedules to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. LNC will furnish supplementally a copy of the schedule to the SEC, upon request. |
We will furnish to the SEC, upon request, a copy of any of our long-term debt agreements not otherwise filed with the SEC.
E-9
Exhibit 2.3
STOCK PURCHASE AGREEMENT
Between
LINCOLN FINANCIAL MEDIA COMPANY
and
RAYCOM HOLDINGS, LLC
Dated as of November 12, 2007
TABLE OF CONTENTS
Page | ||
ARTICLE I | ||
DEFINITIONS | ||
SECTION 1.01. Certain Defined Terms | 1 | |
SECTION 1.02. Definitions | 7 | |
SECTION 1.03. Interpretation and Rules of Construction | 9 | |
ARTICLE II | ||
PURCHASE AND SALE | ||
SECTION 2.01. Purchase and Sale of the Shares | 9 | |
SECTION 2.02. Purchase Price | 9 | |
SECTION 2.03. Closing | 10 | |
SECTION 2.04. Closing Deliveries by Seller | 10 | |
SECTION 2.05. Closing Deliveries by Purchaser | 11 | |
SECTION 2.06. Net Working Capital Adjustment and Capital Expenditure Adjustment | 12 | |
ARTICLE III | ||
REPRESENTATIONS AND WARRANTIES | ||
OF SELLER | ||
SECTION 3.01. Organization, Authority and Qualification of Seller | 14 | |
SECTION 3.02. Organization, Authority and Qualification of the Companies | 14 | |
SECTION 3.03. Capitalization; Ownership of Shares | 14 | |
SECTION 3.04. No Conflict | 15 | |
SECTION 3.05. Governmental Consents and Approvals | 15 | |
SECTION 3.06. FCC Licenses | 15 | |
SECTION 3.07. Financial Information | 17 | |
SECTION 3.08. Absence of Undisclosed Material Liabilities; Ordinary Course | 18 | |
SECTION 3.09. Compliance with Laws; Litigation | 18 | |
SECTION 3.10. Intellectual Property | 18 | |
SECTION 3.11. Title and Condition of Real Property | 19 | |
SECTION 3.12. Employee Benefit Matters | 19 | |
SECTION 3.13. Material Contracts | 20 | |
SECTION 3.14. Environmental Matters | 21 | |
SECTION 3.15. Insurance | 22 | |
SECTION 3.16. Brokers | 22 | |
SECTION 3.17. Accounting Records; Internal Controls | 22 | |
SECTION 3.18. Permits | 22 | |
SECTION 3.19. Employees | 23 |
i
SECTION 3.20. Title to and Condition of Personal Property | 23 | |
SECTION 3.21. Bank Accounts | 23 | |
SECTION 3.22. Capital Expenditures | 23 | |
ARTICLE IV | ||
REPRESENTATIONS AND WARRANTIES OF PURCHASER |
||
SECTION 4.01. Organization and Authority of Purchaser | 23 | |
SECTION 4.02. No Conflict | 24 | |
SECTION 4.03. Governmental Consents and Approvals | 24 | |
SECTION 4.04. Investment Purpose | 24 | |
SECTION 4.05. Financing | 25 | |
SECTION 4.06. Litigation | 25 | |
SECTION 4.07. Qualification | 25 | |
SECTION 4.08. Brokers | 25 | |
SECTION 4.09. Independent Investigation; Sellers Representations | 26 | |
ARTICLE V | ||
ADDITIONAL AGREEMENTS | ||
SECTION 5.01. Conduct of Business Prior to the Closing | 26 | |
SECTION 5.02. Access to Information | 27 | |
SECTION 5.03. Confidentiality | 27 | |
SECTION 5.04. Regulatory and Other Authorizations; Notices and Consents | 28 | |
SECTION 5.05. Retained Names and Marks | 29 | |
SECTION 5.06. Control | 29 | |
SECTION 5.07. Notifications; Reports | 29 | |
SECTION 5.08. Disclaimer | 30 | |
SECTION 5.09. Affiliate Agreements | 30 | |
SECTION 5.10. Further Action | 30 | |
SECTION 5.11. Programming Liabilities | 31 | |
SECTION 5.12. Repair of Damage | 31 | |
SECTION 5.13. Phase I Report | 31 | |
SECTION 5.14. Transition Services | 31 | |
SECTION 5.15. Charlotte Leases | 31 | |
ARTICLE VI | ||
EMPLOYEE MATTERS | ||
SECTION 6.01. Employment | 32 | |
SECTION 6.02. Employee Benefits | 32 |
ii
ARTICLE VII | ||
TAX MATTERS | ||
SECTION 7.01. Tax Representations and Indemnities | 34 | |
SECTION 7.02. Straddle Periods. | 34 | |
SECTION 7.03. Tax Refunds and Tax Benefits | 35 | |
SECTION 7.04. Contests | 35 | |
SECTION 7.05. Preparation of Tax Returns | 36 | |
SECTION 7.06. Tax Cooperation and Exchange of Information | 37 | |
SECTION 7.07. Tax Covenants | 37 | |
SECTION 7.08. Survival of Representations and Warranties and Covenants | 38 | |
SECTION 7.09. Section 338(h)(10) Election | 38 | |
ARTICLE VIII | ||
CONDITIONS TO CLOSING | ||
SECTION 8.01. Conditions to Obligations of Seller | 39 | |
SECTION 8.02. Conditions to Obligations of Purchaser | 39 | |
ARTICLE IX | ||
INDEMNIFICATION | ||
SECTION 9.01. Survival of Representations and Warranties | 40 | |
SECTION 9.02. Indemnification by Seller | 40 | |
SECTION 9.03. Indemnification by Purchaser | 40 | |
SECTION 9.04. Limits on Indemnification | 41 | |
SECTION 9.05. Notice of Loss; Third Party Claims | 41 | |
SECTION 9.06. Remedies | 42 | |
SECTION 9.07. Treatment of Indemnity Payments | 42 | |
SECTION 9.08. Tax Matters | 42 | |
ARTICLE X | ||
TERMINATION, AMENDMENT AND WAIVER | ||
SECTION 10.01. Termination | 43 | |
SECTION 10.02. Effect of Termination | 43 | |
ARTICLE XI | ||
GENERAL PROVISIONS | ||
SECTION 11.01. Expenses | 43 | |
SECTION 11.02. Notices | 44 | |
SECTION 11.03. Public Announcements | 45 |
iii
iv
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this Agreement ), dated as of November 12, 2007, between LINCOLN FINANCIAL MEDIA COMPANY, a North Carolina corporation (the Seller ) and RAYCOM HOLDINGS, LLC, a Delaware limited liability company (the Purchaser ).
RECITALS
WHEREAS, Seller owns all the issued and outstanding shares of common stock of WCSC, Inc., a South Carolina corporation ( WCSC ), WBTV, Inc., a North Carolina corporation ( WBTV ), and WWBT, Inc., a Virginia corporation ( WWBT , and together with WCSC and WBTV, the Companies );
WHEREAS, the Companies own and operate television stations WCSC-TV, Charleston, South Carolina, WBTV(TV), Charlotte, North Carolina, and WWBT(TV), Richmond, Virginia pursuant to certain authorizations issued by the FCC; and
WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, the Shares, all upon the terms and subject to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, Seller and Purchaser hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Defined Terms . For purposes of this Agreement:
Action means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.
Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.
Assets means the assets of the Companies.
Budgeted Capex Amount means the sum of (a) $3,931,856 plus (b) the product of $533,705 multiplied by the number of full calendar months elapsed between January 1, 2008 and the Closing Date.
Business means the operation of the Stations by the Companies.
Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.
Charlotte Leases means the leases between WBTV and LFNC substantially in the form attached hereto as Exhibit 1.01(a).
Code means the Internal Revenue Code of 1986, as amended through the date hereof.
Company means, individually, each of the Companies and Tall Tower, Inc., a South Carolina corporation and wholly-owned subsidiary of WCSC.
Company Intellectual Property means all Intellectual Property owned by any Company that is material to the operation of the Companies as currently conducted.
Company IP Agreements means all (a) licenses of Intellectual Property to any of the Companies, and (b) licenses of Intellectual Property by any of the Companies to third parties.
Control (including the terms controlled by and under common control with ), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract or otherwise.
Conveyance Taxes means sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.
Disclosure Schedule means the Disclosure Schedule attached hereto. Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosures contained in any section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section of the Disclosure Schedule as though fully set forth in such other section for which the applicability of such information and disclosure is reasonably apparent on the face of such information or disclosure.
Encumbrance means (a) any mortgage, lien or encumbrance, (b) any covenant, condition, restriction, easement, charge, right-of-way, or similar matter of record, and (c) any zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities.
2
Environmental Claim means any claim, action, cause of action, investigation or written notice by any Person alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from: (a) the presence or release of any Hazardous Substances at any location, whether or not owned or operated by Seller, or (b) circumstances forming the basis of any material violation of any Environmental Law.
Environmental Law means any federal, state, local statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, in each case in effect as of the date hereof, relating to pollution, cleaning up or protection of the environment.
Excluded Taxes means (a) Taxes imposed on or payable by any of the Companies for any taxable period that ends on or before the Closing Date including, for the avoidance of doubt, any Taxes imposed as a result of the deemed sale of assets pursuant to the Section 338(h)(10) Election; (b) with respect to Straddle Periods, Taxes imposed on any of the Companies which are allocable, pursuant to Section 7.02, to the portion of such period ending on the Closing Date including, for the avoidance of doubt, any Taxes imposed on any of the Companies as a result of the deemed sale of assets pursuant to the Section 338(h)(10) Election; (c) Taxes the imposition of which would result in a breach of a representation or warranty in Section 7.01(a) hereof; and (d) Taxes attributable to a taxable period ending on or before the Closing Date for which any of the Companies is held liable under Section 1.1502-6 of the Regulations (or any similar provision of state or local law) by reason of such Company being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date; provided , however , that Excluded Taxes shall not include Taxes resulting from any act, transaction or omission of Purchaser or any of the Companies occurring after the Closing that is not in the ordinary course of business.
FCC means the United States Federal Communications Commission or any successor agency thereto.
FCC Applications
means the application or applications that Seller and Purchaser must file with the FCC requesting its consent to the
FCC Consent means the initial action by the FCC approving the FCC Applications.
Final Order means an action by the FCC (a) that has not been vacated, reversed, stayed, enjoined, set aside, annulled or suspended, (b) with respect to which no request for stay, motion or petition for rehearing, reconsideration or review, or application or request for review or notice of appeal or sua sponte review by the FCC is pending, and (c) as to which the time for filing any such request, motion, petition, application, appeal or notice, and for the entry of orders staying, reconsidering or reviewing on the FCCs own motion has expired.
GAAP means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.
3
Government Consents means the FCC Consent and HSR Clearance.
Governmental Authority means any federal, state, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.
Governmental Order means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.
Hazardous Substance means substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws as hazardous substances, hazardous materials, hazardous wastes or toxic substances, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitibility, corrosivity, reactivity, radioactivity, carcinogenicity, reproductive toxicity or toxic characteristic leaching procedure toxicity, and petroleum.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
HSR Clearance means the expiration or termination of any applicable waiting period under the HSR Act.
Indemnified Party means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.
Indemnifying Party means Seller pursuant to Section 9.02 and Purchaser pursuant to Section 9.03, as the case may be.
Intellectual Property means (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, and (d) registrations and applications for registration of the foregoing.
Interim Period means the period from the date of this Agreement through the earlier of the Closing Date or the termination of this Agreement.
IRS means the Internal Revenue Service of the United States, and, to the extent relevant, the United Stated Department of the Treasury.
Law means any federal, state, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).
Leased Real Property means the real property leased by any of the Companies, as lessor or lessee.
LFNC means Lincoln Financial Media Company of North Carolina, a North Carolina corporation.
4
Material Adverse Effect means any circumstance, change in or effect on the Companies that is, or would reasonably be expected to be, materially adverse to the results of operations or the financial condition of the Companies, taken as a whole; provided , however , that none of the following, either alone or in combination, shall be considered in determining whether there has been a Material Adverse Effect: (a) events, circumstances, changes or effects that generally affect the television broadcast or communications tower leasing industries in the United States (including legal and regulatory changes), (b) events, circumstances, changes or effects that generally affect the television broadcast or communications tower leasing markets in which the Companies operate, (c) general economic or political conditions or events, circumstances, changes or effects affecting the securities markets generally, (d) any change in accounting requirements or principles or the interpretation thereof, (e) any reduction in the price of advertising offered by the Companies in response to a reduction in the price of advertising offered by a competitor, and (f) any decline in audience levels or ratings at one or more of the Stations.
Material Leases means the leases relating to certain parcels of the Leased Real Property which are listed in Section 1.01 of the Disclosure Schedule.
MVPD means multi-channel video distribution system, which includes cable television systems, satellite master antenna television systems, open video systems, broadband radio service, direct broadcast satellite, multi-channel multi-point distribution service and multi-point distribution service.
Net Working Capital as of any date or time means (a) the current assets of the Companies as of such date or time, minus (b) the current liabilities of the Companies as of such date or time; provided, that (i) any balances owing to or from Affiliates, (ii) any Taxes payable or receivable, (iii) any programming rights or programming liabilities, and (iv) any liabilities, accrued or otherwise, related to the Seller Plans, shall be disregarded.
Order means any decree, injunction, judgment, order, ruling, assessment or writ.
Owned Real Property means the real property in which any of the Companies have fee title (or equivalent) interest.
Permitted Encumbrances means (a) statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings, (b) mechanics, carriers, workers, repairers and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of any of the Companies, or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers compensation, unemployment insurance or other social security legislation), (c) zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities which do not materially interfere with the present use of the Assets, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and similar matters of record which do not materially
5
interfere with the present use of the Owned Real Property or Transferred Real Property, (e) matters which would be disclosed by an accurate survey or inspection of the Owned Real Property or Transferred Real Property which do not materially impair the occupancy or current use of such Owned Real Property or Transferred Real Property, (f) all other Encumbrances that do not materially interfere with the present use of the Owned Real Property or Transferred Real Property, and (g) the leases identified on Section 3.11(b) of the Disclosure Schedule.
Permit means any governmental license (other than an FCC License), franchise, certificate of authority, order, or other authorization, or any waiver of the foregoing.
Person means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
Purchase Price Bank Account means a bank account in the United States to be designated by Seller in a written notice to Purchaser at least two (2) Business Days before the Closing.
Purchasers Accountants means KPMG LLP, independent accountants of Purchaser.
Regulations means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.
Securities Act means the Securities Act of 1933, as amended.
Sellers Accountants means Ernst & Young LLP, independent accountants of Seller.
Sellers Knowledge , Knowledge of Seller or similar terms used in this Agreement mean the actual (but not constructive or imputed) knowledge of Fred Crawford, after inquiry of the Persons listed in Exhibit 1.01(b).
Shares means all the issued and outstanding shares of common stock of the Companies.
Stations means the television stations set forth in the Recitals.
Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.
Tax or Taxes means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, unclaimed property, escheat, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any fine, interest, penalty, or addition thereto, whether disputed or not.
6
Tax Returns means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) required to be filed with a Governmental Authority with respect to Taxes.
Transactions means the sale of the Shares and the other transactions contemplated by this Agreement.
Transferred Real Property
means the real property set forth on Section 1.01(b) of the Disclosure Schedule and in which Seller has fee simple title (or equivalent) interest as of the date
SECTION 1.02. Definitions . The following terms have the meanings set forth in the Sections set forth below:
Definition |
Location |
|
Affiliate Agreements |
3.13(a)(vi) | |
Agreement |
Preamble | |
Allocation Schedule |
7.09(b) | |
Auditor |
2.06(d) | |
Base Working Capital |
2.06(a) | |
Capex Deficit Amount |
2.06(e) | |
Capex Increase Amount |
2.06(e) | |
Closing |
2.03 | |
Closing Balance Sheet |
2.06(c) | |
Closing Capex Amount |
2.06(c) | |
Closing Date |
2.03 | |
Closing Net Working Capital |
2.06(c) | |
Commitment Letter |
4.05(a) | |
Communications Act |
3.06(a) | |
Companies |
Recitals | |
Confidentiality Agreement |
5.03(a) | |
Consolidated Tax Returns |
7.05(a) | |
Damaged Asset |
5.12 | |
DBS |
3.06(c)(vi) | |
Determination Date |
2.06(d) | |
DMA |
3.06(c)(iv) | |
DTV |
3.06(b) | |
ERISA |
3.12(a) | |
Estimated Capex Amount |
2.06(b) | |
Estimated Capex Adjustment Amount |
2.06(b) | |
Estimated Net Working Capital |
2.06(a) | |
Estimated Net Working Capital Adjustment Amount |
2.06(a) |
7
Definition |
Location |
|
FCC Licenses |
3.06(a) | |
Final Allocation Schedule |
7.09(c) | |
Final IRS Forms 8883 |
7.09(c) | |
Financing |
4.05(a) | |
Interim Financial Statements |
3.07 | |
LFNC Sale |
5.15 | |
Loss |
9.02 | |
Material Contracts |
3.13(a) | |
Merrill Lynch |
3.16 | |
Net Working Capital Adjustment Amount |
2.06(e) | |
Net Working Capital Deficit Amount |
2.06(e) | |
Net Working Capital Increase Amount |
2.06(e) | |
Personal Property |
3.20 | |
Plans |
3.12(a) | |
Pre-Closing Consolidated Audit |
7.04(a) | |
Pre-Closing Tax Claim |
7.04(b) | |
Programming Contracts |
3.13(a)(xi) | |
Purchase Price |
2.02 | |
Purchaser |
Preamble | |
Purchaser 401(k) Plan |
6.02(e) | |
Purchaser FSA Plan |
6.02(c) | |
Purchaser Indemnified Party |
9.02 | |
Purchaser Plans |
6.01 | |
Purchasers Qualification |
4.07 | |
Real Property |
5.13 | |
Reference Balance Sheet |
2.06(a) | |
Reference Statement Date |
2.06(a) | |
Retained Names and Marks |
5.05(a) | |
RSA |
4.05(a) | |
Section 338(h)(10) Election |
7.09(a) | |
Seller |
Preamble | |
Seller 401(k) Plan |
6.02(e) | |
Seller FSA Plan |
6.02(c) | |
Seller Indemnified Party |
9.03 | |
Seller Plan |
3.12(a) | |
Stand-Alone Pre-Closing Tax Returns |
7.05(b) | |
Straddle Period |
7.05(b) | |
Straddle Tax Claim |
7.04(c) | |
Tax Contest Claim |
7.04(b) | |
Termination Date |
5.04(b) | |
Third Party Claim |
9.05 | |
WBTV |
Recitals | |
WCSC |
Recitals | |
WWBT |
Recitals | |
Year End Financial Statements |
3.07 |
8
SECTION 1.03. Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words include, includes or including are used in this Agreement, they are deemed to be followed by the words without limitation;
(d) the words hereof, herein and hereunder and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; and
(g) references to a Person are also to its successors and permitted assigns.
ARTICLE II
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale of the Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all right, title and interest in and to the Shares, free and clear of all liens and encumbrances.
SECTION 2.02. Purchase Price . The amount payable by Purchaser to Seller for the Shares shall be Five Hundred Forty-Eight Million Dollars ($548,000,000) (the Purchase Price ). At the Closing, the Purchase Price will be increased or decreased (as applicable) by (a) the Estimated Net Working Capital Adjustment Amount and (b) the Estimated Capex Adjustment Amount. After the Closing, the parties will determine the Net Working Capital Adjustment Amount and the Closing Capex Amount, and make such payments as provided in Section 2.06.
9
SECTION 2.03. Closing . Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the Closing ) to be held at the offices of Latham & Watkins LLP, 555 Eleventh Street, N.W., Suite 1000, Washington, D.C., at 10:00 a.m. Washington, D.C. time on the last day of the first calendar month that is at least two (2) Business Days after satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Sections 8.01(b) and 8.02(b) (the Closing Date ), or at such other place or at such other time or on such other date as Seller and Purchaser may mutually agree upon in writing.
SECTION 2.04. Closing Deliveries by Seller . At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(a) stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed;
(b) a true and complete copy, certified by the Secretary or an Assistant Secretary of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;
(c) a certificate of the Secretary or an Assistant Secretary of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder;
(d) a certificate of a duly authorized officer of Seller, certifying as to the matters set forth in Section 8.02(a);
(e) copies of Sellers and each Companys certificate of incorporation and bylaws certified as of a recent date (which is not more than thirty (30) days before Closing) by, with respect to certificates of incorporation, the Secretary of State of the jurisdiction of its incorporation and, with respect to bylaws, its Secretary;
(f) a certificate of good standing of Seller and each Company, each issued as of a recent date (which is not more than thirty (30) days before Closing) by the Secretary of State of the jurisdiction of its incorporation;
(g) certificates of the Secretary of Seller and each Company dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser certifying (i) as to the absence of any amendments to the certificates of incorporation or bylaws of each of Seller and the Companies since the date of the certification of its Secretary provided in Section 2.04(e); (ii) that, in the case of the certificate of Sellers Secretary, attached thereto is a true and correct copy of the resolutions of the board of directors authorizing the execution and performance of this Agreement and the Transactions, and (iii) as to the incumbency and genuineness of the signatures of the officers of Seller executing this Agreement and any agreement contemplated hereby;
10
(h) a certificate as to the non-foreign status of Seller pursuant to section 1.1445-2(b)(2) of the Regulations;
(i) the termination or resignation, in writing, of each director and officer of the Companies of his or her position as officer or director, as applicable, effective as of the Closing;
(j) a release in the form attached hereto as Exhibit 2.04(j);
(k) agreements between Seller and certain of the Companies assigning to such Companies the contracts listed on Section 2.04(k) of the Disclosure Schedule;
(l) documentation evidencing the transfer of title to the Transferred Real Property from Seller to WBTV, Inc.; and
(m) the Charlotte Leases, executed by WBTV and LFNC.
SECTION 2.05. Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver to Seller:
(a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account;
(b) a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;
(c) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder;
(d) a certificate of a duly authorized officer of Purchaser, certifying as to the matters set forth in Section 8.01(a);
(e) copies of Purchasers articles of organization and operating agreement certified as of a recent date (which is not more than thirty (30) days before Closing) by, with respect to articles of organization, the Secretary of State of the State of Delaware and, with respect to the operating agreement, its Secretary;
(f) a certificate of good standing of Purchaser issued as of a recent date (which is not more than thirty (30) days before Closing) by the Secretary of State of the State of Delaware;
(g) a certificate of the Secretary of Purchaser dated as of the Closing Date, in form and substance reasonably satisfactory to Seller certifying (i) as to the absence of any amendments to the articles of organization or operating agreement of Purchaser since the date of the certification of its Secretary provided in Section 2.05(e); (ii) that attached thereto is a true
11
and correct copy of the resolutions of the Managers of Purchaser authorizing the execution and performance of this Agreement and the Transactions, and (iii) as to the incumbency and genuineness of the signatures of the officers of Purchaser executing this Agreement and any agreement contemplated hereby; and
(h) a release in the form attached hereto as Exhibit 2.04(j).
SECTION 2.06. Net Working Capital Adjustment and Capital Expenditure Adjustment .
(a) Estimated Net Working Capital Adjustment . Not later than three (3) days prior to the Closing, Seller shall deliver to Purchaser its good faith estimate of the Net Working Capital of the Companies as of the Closing (the Estimated Net Working Capital ), together with a reasonably detailed explanation of the calculation thereof. The Estimated Net Working Capital Adjustment Amount , which may be positive or negative, shall mean (i) the Estimated Net Working Capital, minus (ii) $15,130,089 (the Base Working Capital ), with Base Working Capital equal to the Net Working Capital of the Companies as of June 30, 2007 (the Reference Statement Date ), and Net Working Capital having been derived from the combined balance sheet of the Companies as of the Reference Statement Date (the Reference Balance Sheet ). The calculation of the Base Working Capital is set forth in Exhibit 2.06(a). The effective time of the Closing for purposes of calculating the Estimated Net Working Capital and the Closing Net Working Capital shall be 11:59 p.m. on the Closing Date. The calculation of the Estimated Net Working Capital and the Closing Net Working Capital shall use the same methodology as the calculation of the Base Working Capital, except that Estimated Net Working Capital and Closing Net Working Capital shall not reflect the conduct of business or any action that takes place on the Closing Date after the consummation of the transactions contemplated hereby that is outside of the ordinary course of business of the Companies.
(b) Estimated Capital Expenditure Adjustment . Not later than three (3) days prior to the Closing, Seller shall deliver to Purchaser its good faith estimate of the cumulative capital expenditures made by the Companies for the period from November 1, 2007 through the Closing Date (the Estimated Capex Amount ), together with a reasonably detailed explanation of the calculation thereof. The Estimated Capex Adjustment Amount , which may be positive or negative, shall mean the remainder of (i) the Estimated Capex Amount minus (ii) the Budgeted Capex Amount. The effective time of the Closing for purposes of calculating the Estimated Capex Amount shall be 11:59 p.m. on the Closing Date. The calculation of the Estimated Capex Amount shall not reflect the conduct of business or any action that takes place on the Closing Date after the consummation of the transactions contemplated hereby that is outside of the ordinary course of business of the Companies.
(c) Closing Balance Sheet . As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Purchaser shall deliver to Seller (i) a combined balance sheet of the Companies as of the Closing (the Closing Balance Sheet ), (ii) a calculation of the Net Working Capital of the Companies as of the Closing, as derived from the Closing Balance Sheet and otherwise in accordance herewith (the Closing Net Working Capital ), and (iii) a calculation of the cumulative capital expenditures made by the Companies from October 1, 2007 through the Closing Date (the Closing Capex Amount ). The
12
Closing Balance Sheet shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Reference Balance Sheet; provided that the methods described in Section 3.07 of the Disclosure Schedule with respect to the Reference Balance Sheet shall be applied to the preparation of the Closing Balance Sheet.
(d) Disputes . Upon delivery of the Closing Balance Sheet, Purchaser will provide to Seller and its accountants reasonable access to the books and records of the Companies, to the extent reasonably related to its evaluation of the Closing Balance Sheet, the calculation of the Closing Net Working Capital and the calculation of the Closing Capex Amount. If Seller shall disagree with the calculation of (a) the Closing Net Working Capital or any element of the Closing Balance Sheet relevant thereto or (b) the Closing Capex Amount, it shall notify Purchaser of such disagreement in writing within sixty (60) days after its receipt of the Closing Balance Sheet and the Closing Capex Amount which notice shall set forth in detail the particulars of such disagreement. In the event that Seller does not provide such a notice of disagreement within such sixty (60) day period, Seller shall be deemed to have accepted the Closing Balance Sheet, the calculation of the Closing Net Working Capital and the calculation of the Closing Capex Amount delivered by Purchaser, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Seller, Purchaser and Seller shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital or the calculation of the Closing Capex Amount. If, at the end of such period, they are unable to resolve such disagreements, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized national standing as may be mutually selected by Purchaser and Seller) (the Auditor ) shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Purchaser and Seller to the Auditor within ten (10) Business Days following the Auditors selection, (a) whether the Closing Balance Sheet was prepared in accordance with the standards set forth in Section 2.06(c) and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Closing Net Working Capital determination requires adjustment or (b) whether and to what extent (if any) the Closing Capex Amount determination requires adjustment. The fees and expenses of the Auditor shall be paid one-half by Purchaser and one-half by Seller. The determination of the Auditor shall be final, conclusive and binding on the parties. The date on which the Closing Net Working Capital and the Closing Capex Amount is finally determined in accordance with this Section 2.06(d) is referred as to the Determination Date .
(e) Payment . The Net Working Capital Adjustment Amount , which may be positive or negative, shall mean (i) the Closing Net Working Capital minus (ii) the Base Working Capital. If the Net Working Capital Adjustment Amount is greater than the Estimated Net Working Capital Adjustment Amount (such difference, the Net Working Capital Increase Amount ), then within five (5) days after the Determination Date, Purchaser shall pay to Seller the Net Working Capital Increase Amount. If the Estimated Net Working Capital Adjustment Amount is greater than the Net Working Capital Adjustment Amount (such difference, the Net Working Capital Deficit Amount ), then within five (5) days after the Determination Date, Seller shall pay to Purchaser the Net Working Capital Deficit Amount. If the Closing Capex Amount is greater than the Estimated Capex Amount (such difference, the Capex Increase Amount ), then
13
within five (5) days after the Determination Date, Purchaser shall pay to Seller the Capex Increase Amount. If the Estimated Capex Amount is greater than the Closing Capex Amount (such difference, the Capex Deficit Amount ), then within five (5) days after the Determination Date, Seller shall pay to Purchaser the Capex Deficit Amount.
(f) Interest on Payments . Any payments required to be made by Seller or Purchaser pursuant to Section 2.06(e) shall bear interest from the date of the Closing through the date of payment at the rate identified by The Wall Street Journal on the date of payment as the United States prime rate.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SELLER
Seller hereby represents and warrants to Purchaser, as follows:
SECTION 3.01. Organization, Authority and Qualification of Seller . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms.
SECTION 3.02. Organization, Authority and Qualification of the Companies . Each Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Each Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, or (b) have a Material Adverse Effect.
SECTION 3.03. Capitalization; Ownership of Shares . The capitalization of the Companies is as set forth in Section 3.03 of the Disclosure Schedule. All the Shares are validly
14
issued, fully paid and nonassessable and were not issued in violation of any preemptive rights or any applicable laws. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares obligating either Seller or any of the Companies to issue or sell any Shares or any other interest in any of the Companies. The Shares constitute all the issued and outstanding capital stock of the Companies and are owned of record and beneficially by Seller or, in the case of Tall Tower, Inc., by WCSC, Inc., free and clear of all liens and encumbrances. Except for Tall Tower, Inc. or as set forth in Section 3.03 of the Disclosure Schedule, the Companies do not own, directly or indirectly, any equity, profits, or voting interest in any Person, nor does it have any agreement or commitment to purchase any such interest.
SECTION 3.04. No Conflict . Assuming that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained and all filings and notifications described therein made, and except as may result from any facts or circumstances relating solely to Purchaser, the execution, delivery and performance of this Agreement by Seller do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of Seller or any of the Companies, (b) conflict with or violate any Law or Governmental Order applicable to Seller or any of the Companies, or (c) except as set forth in Section 3.04(c) of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Seller or any of the Companies is a party, except, in the case of clauses (b) and (c), as would not (i) materially and adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, or (ii) have a Material Adverse Effect.
SECTION 3.05. Governmental Consents and Approvals . The execution, delivery and performance of this Agreement by Seller do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) as described in Section 3.05 of the Disclosure Schedule, (b) the Government Consents, or (c) as may be necessary as a result of any facts or circumstances relating to Purchaser or any of its Affiliates.
SECTION 3.06. FCC Licenses .
(a) The Companies are the holders of the licenses, permits and authorizations set forth in Section 3.06 of the Disclosure Schedule, which are all of the licenses, permits and authorizations issued by the FCC that are required for or otherwise material to the present operation of the Stations (the FCC Licenses ). Seller has made available to Purchaser true and complete copies of the FCC Licenses and pending FCC applications with respect to the Stations. The FCC Licenses are in full force and effect and have not been revoked, suspended, canceled, rescinded or terminated and have not expired; and, except as set forth in Section 3.06 of the Disclosure Schedule, are not subject to any conditions except conditions applicable to broadcast licenses generally or as otherwise disclosed on the face of the FCC Licenses. There is not pending any action by or before the FCC to revoke, suspend, cancel, rescind or materially and
15
adversely modify any of the FCC Licenses (other than proceedings to amend FCC rules of general applicability). Except as set forth in Section 3.06 of the Disclosure Schedule, to Sellers Knowledge after due inquiry by its FCC counsel and consultation by Seller with such counsel, there is not any FCC order, judgment, decree, notice of violation, notice of apparent liability or order of forfeiture outstanding, nor is there any action, suit, notice of apparent liability, order of forfeiture, investigation or other proceeding pending or threatened, by or before the FCC, against the Stations or FCC Licenses or against the Seller or any of the Companies with respect to the Stations or FCC Licenses. The Stations are operating in compliance in all material respects with the FCC Licenses, the Communications Act of 1934, as amended (the Communications Act ), and the rules, regulations and policies of the FCC. Except as set forth in Section 3.06 of the Disclosure Schedule, to Sellers Knowledge, there are no matters relating to Seller, any of the Companies or any Station that might reasonably be expected to result in the FCCs denial or delay of approval of the FCC Applications.
(b) Except as set forth in Section 3.06 of the Disclosure Schedule, each Company has been assigned a channel by the FCC for the provision of pre-transition digital television ( DTV ) service, and the FCC Licenses include such authorization. Except as set forth in Section 3.06 of the Disclosure Schedule, each of the Stations is broadcasting a DTV signal on its pre-transition DTV channel under a construction permit, license or special temporary authorization, each of which is included in the FCC Licenses. Except as set forth in Section 3.06 of the Disclosure Schedule, each Station is in compliance with the FCCs rules, policies and deadlines concerning construction of DTV facilities, and, except as set forth in Section 3.06 of the Disclosure Schedule, each Station is broadcasting a DTV signal in accordance with such authorization in all material respects and is in compliance in all material respects with the FCCs build-out and operational requirements for digital television. Except as set forth in Section 3.06 of the Disclosure Schedule, each Stations election of a channel on which to provide DTV service following the end of the DTV transition has been approved by the FCC. Seller has not leased, licensed, assigned, conveyed or otherwise encumbered any Stations digital spectrum or any portion thereof or granted rights to any party to broadcast on any Stations digital spectrum or any portion thereof for the provision of any ancillary or supplementary services (as the term is defined by the Communications Act.)
(c) As of the date of this Agreement the Stations are carried on MVPDs pursuant to the retransmission consent agreements set forth in Section 3.06 of the Disclosure Schedule; and Seller has made available to Purchaser true and complete copies of the retransmission consent agreements. Section 3.06 of the Disclosure Schedule contains a true and complete list of;
(i) all MVPDs that to Sellers Knowledge carry the signal of the Stations;
(ii) all retransmission consent and/or copyright indemnification contracts entered into with any MVPD with respect to the Stations;
(iii) all MVPDs to which each Station timely provided a must-carry notice or retransmission consent notice in accordance with the provisions of the Communications Act for the three year period commencing January 1, 2006, including in each case whether must-carry or retransmission consent status was elected;
16
(iv) any MVPDs in any Stations designated market area ( DMA ), as defined by Nielsen, that, to Sellers Knowledge, have more than 3,000 subscribers and do not carry such Stations signal;
(v) any modification to the geographic area in which a Station is eligible for must-carry or retransmission consent rights under FCC rules that, to Sellers Knowledge, is pending with or has been approved by the FCC, including any appeals of such modification; and
(vi) all notices received by the Companies or with respect to a Station from or in connection with a direct broadcast satellite ( DBS ) system relating to the intention of such DBS system to import into such Stations DMA the signals of other stations that are significantly viewed.
No MVPD has declined or refused to carry any Station inside of such Stations DMA after written notice from any Company that carriage of such Station is required under either the Communications Act or a retransmission consent agreement or disputed the Stations right to carriage pursuant to any must-carry election.
(d) All material reports and filings required to be filed with the FCC by each of the Companies with respect to the Stations have been timely filed. All such reports and filings are accurate and complete in all material respects. Each of the Companies maintain appropriate public inspection files at the Stations as required by the FCCs rules, and in compliance in material respects with those rules. All FCC annual regulatory fees assessed with respect to the FCC Licenses have been paid.
(e) To Sellers Knowledge, the antenna support structures used in connection with the operation of the Stations have been registered with the FCC, if registration is required, and comply with all other requirements of the FCC and the Federal Aviation Administration.
SECTION 3.07. Financial Information .
(a) Audited Financial Statements . Seller has made available to Purchaser consolidated balance sheets for the Companies at December 31, 2006 and 2005, and the related consolidated statements of operations and cash flows and changes in stockholders equity for the years then ended (the Year End Financial Statements ). The Year End Financial Statements have been audited by Sellers Accountants whose reports thereon are included with such financial statements. The Year End Financial Statements have been prepared in conformity with GAAP applied on a consistent basis (except for changes, if any, required by GAAP or disclosed therein), except as otherwise set forth in Section 3.07 of the Disclosure Schedule. The statements of operations and cash flow included within the Year End Financial Statements present fairly in all material respects the results of operations and cash flows of the Companies for the respective years covered, and the balance sheets present fairly in all material respects the financial condition of the Companies as of their respective dates. Seller has made available to
17
Purchaser copies of each management letter or other letter delivered to Seller by Sellers Accountants in connection with the Year End Financial Statements or relating to any review by Sellers Accountants of the internal controls of Seller or the Companies during the two-year period ended December 31, 2007 or thereafter.
(b) Unaudited Interim Financial Statements . Seller has made available to Purchaser consolidated balance sheets for the Companies at August 31, 2007 and 2006, and the related consolidated statements of operations for the periods then ended (the Interim Financial Statements ). The Interim Financial Statements have been certified by the Vice President of Finance (or equivalent officer) of the Companies. The Interim Financial Statements have been prepared in conformity with GAAP applied on a consistent basis (except for changes, if any, required by GAAP or disclosed therein), except as otherwise set forth in Section 3.07 of the Disclosure Schedule. The statements of operations included within the Interim Financial Statements present fairly in all material respects the results of operations of the Companies for the respective periods covered, and the balance sheets present fairly in all material respects the financial condition of the Companies as of their respective dates.
SECTION 3.08. Absence of Undisclosed Material Liabilities; Ordinary Course .
(a) There are no liabilities of any Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than liabilities (a) reflected or reserved against on the Interim Financial Statements, (b) set forth in Section 3.08 of the Disclosure Schedule, or (c) incurred since August 31, 2007 in the ordinary course of business of the Companies.
(b) Except as set forth in Section 3.08(b) of the Disclosure Schedule, since August 31, 2007, the Companies have conducted their Business in the ordinary course and substantially consistent with past practices. Without limiting the generality of the foregoing, whether or not in the ordinary course of business, except as set forth in Section 3.08(b) of the Disclosure Schedule, since August 31, 2007 there has not been, occurred or arisen: (i) any agreement, condition, action or omission that would be proscribed by clauses (i), (ii), (iii), (iv), (ix), (x), or (xii) of Section 5.01(b) had it existed, occurred or arisen after the date of this Agreement, (ii) any strike or other material labor dispute, or (iii) any casualty, loss, damage or destruction (whether or not covered by insurance) of any material property of any of the Companies that is material or that has involved or may involve a loss to the Company in excess of applicable insurance coverage.
SECTION 3.09. Compliance with Laws; Litigation . Except as set forth in Section 3.09 of the Disclosure Schedule, (a) the Companies are conducting the Business in substantial compliance with all Laws and Governmental Orders applicable to the Companies, and (b) there is no Action by or against any Company pending or, to the Knowledge of Seller, threatened before any Governmental Authority that would have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby or thereby.
SECTION 3.10. Intellectual Property . Section 3.10 of the Disclosure Schedule sets forth a true and complete list of all registered trademarks and trademark applications, and
18
registered copyrights and copyright applications included in the Company Intellectual Property. To the Knowledge of Seller, no Person is engaging in any activity that infringes any Company Intellectual Property or rights under Company IP Agreements. No claim has been asserted to Seller or any of its Affiliates that the use of any Company Intellectual Property or rights under Company IP Agreements infringes the patents, trademarks, or copyrights of any third party. Each Company is the owner of the entire right, title and interest in and to the Company Intellectual Property set forth opposite its name on Section 3.10 of the Disclosure Schedule, free and clear of all liens and encumbrances other than pursuant to the Company IP Agreements.
SECTION 3.11. Title and Condition of Real Property .
(a) Section 3.11(a) of the Disclosure Schedule lists the street address and current owner of each parcel of Owned Real Property and Transferred Real Property. Except as described in Section 3.11(a) of the Disclosure Schedule, (i) the owners (as set forth in Section 3.11(a) of the Disclosure Schedule) have good and marketable title in fee simple to each parcel of Owned Real Property and Transferred Real Property free and clear of all Encumbrances, except Permitted Encumbrances, and (ii) Seller has made available to Purchaser copies of each deed for each parcel of Owned Real Property and Transferred Real Property and all title insurance policies and surveys relating to the Owned Real Property and Transferred Real Property, in each case to the extent in Sellers or any Companys possession.
(b) Section 3.11(b) of the Disclosure Schedule lists the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. Seller has delivered to Purchaser true and complete copies of the leases in effect at the date hereof relating to the Leased Real Property, and, except as described in Section 3.11(b) of the Disclosure Schedule, there has not been any sublease or assignment entered into by any of the Companies in respect of the leases relating to the Leased Real Property. Except as set forth in Section 3.11(b) of the Disclosure Schedule, no Approval of any landlord is required under any such lease by reason of or in connection with the Transactions, and there is not under any such lease any existing material default by any of the Companies, or any condition or event that (with the passage of time, notice or both) would constitute a material default by any of the Companies.
SECTION 3.12. Employee Benefit Matters .
(a) Section 3.12(a) of the Disclosure Schedule lists all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA )) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements (i) to which any of the Companies is a party or with respect to which any of the Companies has any obligation, and (ii) which are maintained, contributed to or sponsored by Seller or any of the Companies for the benefit of any current or former employee, officer or director of any of the Companies (collectively, the Plans ). Section 3.12(a) of the Disclosure Schedule identifies (i) each Plan that will remain with Seller and will not be transferred to Purchaser with the Companies (each, a Seller Plan ), (ii) each Plan that is a pension plan within the meaning of Section 3(2)(A) of
19
ERISA, and (iii) each Plan that is a multiemployer plan within the meaning of Section 3(37)(A) of ERISA. Seller has made available to Purchaser a true and complete copy of each Plan.
(b) Each Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. Except as set forth in Section 3.12(b) of the Disclosure Schedule, no material action is pending or, to the Knowledge of Seller, threatened with respect to any Plan (other than claims for benefits in the ordinary course).
(c) Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination or opinion letter from the IRS covering all of the provisions applicable to the Plan for which determination or opinion letters are currently available that the Plan is so qualified and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt.
(d) Neither the Seller nor any Affiliate has incurred (nor has any event occurred that could result in the Seller or any Affiliate incurring) any liability in connection with any existing or previously existing Seller Plan that is reasonably likely to become, on or after the Closing, a material obligation or liability of Purchaser.
SECTION 3.13. Material Contracts .
(a) Section 3.13(a) of the Disclosure Schedule lists each of the following contracts and agreements of any of the Companies (such contracts and agreements being Material Contracts ):
(i) all material management contracts and contracts with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than thirty (30) days notice;
(ii) all collective bargaining agreements or contracts with any labor union or labor organization applicable to employees of any of the Companies;
(iii) all contracts and agreements relating to indebtedness for borrowed money;
(iv) all contracts and agreements that limit or purport to limit the ability of any of the Companies to compete in any line of business or with any Person or in any geographic area or during any period of time;
(v) all contracts and agreements with total annual payments by the Companies in excess of $75,000 or with total aggregate payments by the Companies in excess of $150,000;
(vi) all material contracts and agreements between or among any of the Companies, on the one hand, and Seller or any Affiliate of Seller, on the other hand (the Affiliate Agreements );
20
(vii) all Material Leases;
(viii) all contracts and agreements providing any of the Companies with national advertising sales representation;
(ix) all contracts and agreements relating to network affiliation;
(x) all contracts and agreements relating to television retransmission consent; and
(xi) all material contracts and agreements for programming, including all material syndication contracts ( Programming Contracts ). To the extent routinely maintained by Seller, Seller has made available to Purchaser the following information for each Programming Contract: (A) the term of the Programming Contract (start and end dates), (B) the total original cost payable under the Programming Contract, (C) the amount already paid under the Programming Contract, (D) the amount remaining to be paid under the Programming Contract, (E) the geographic area for which the Programming Contract provides exhibition rights, (F) any market exclusivity or syndication exclusivity applicable to such Programming Contract, (G) with respect to Programming Contracts that limit the number of times that a program may be aired, the number of times the programming covered by the Programming Contract has been aired, (H) the number of additional times the programming covered by the Programming Contract may be aired, (I) the method of amortization being applied to the Programming Contract ( e.g. , the first of five airings reduces the value of the Programming Contract by 50% versus the first of five airings reduces the value of the Programming Contract by 20%) and (J) a summary of any barter provisions under such Programming Contract, i.e. , provisions that provide for the exchange of advertising time for promotional items, advertising, supplies, equipment and/or services.
(b) Except as disclosed in Section 3.13(b) of the Disclosure Schedule, each Material Contract (i) is valid and binding on the Company that is party thereto, as the case may be, and, to the Knowledge of Seller, the counterparties thereto, and is in full force and effect, and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.04(c) of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence. Except as disclosed in Section 3.13(b) of the Disclosure Schedule, none of the Companies nor, to the Knowledge of Seller, any other party is in breach of, or default under, any Material Contract, except for such breaches or defaults that would not have a Material Adverse Effect.
SECTION 3.14. Environmental Matters .
(a) Except as set forth in Section 3.14 of the Disclosure Schedule, (i) the Companies are in substantial compliance with all Environmental Laws applicable to the Business and operations of the Companies, and (ii) there are no written claims or notices of violation pending or, to the Knowledge of Seller, threatened against any of the Companies alleging violations of or liability under any Environmental Law.
21
(b) Except as set forth in Section 3.14 of the Disclosure Schedule, to Sellers Knowledge, (i) there have been no unlawful releases of Hazardous Substances from any property owned, operated, or leased by any of the Companies in quantities sufficient to form the basis for an Environmental Claim, and (ii) there are no off-site locations where any of the Companies has stored, treated, recycled or disposed of Hazardous Substances in a manner in violation of any Environmental Laws.
(c) To Sellers Knowledge, (i) no Person has buried, dumped or disposed of Hazardous Substances in, on, or beneath any property owned, operated or leased by any of the Companies, and (ii) none of the Companies use Hazardous Substances at any properties owned, leased or operated by such Companies except as in substantial compliance with applicable Environmental Laws or as otherwise used in the ordinary course of business in de minimis quantities.
(d) To Sellers Knowledge, Seller has delivered or otherwise made available for inspection to Purchaser true, complete and correct copies and results of any Phase 1 or Phase 2 environmental reports that are, to Sellers knowledge, possessed by Seller in respect of any property owned, operated or leased by any of the Companies.
SECTION 3.15. Insurance . The Companies have in force, or are an insured party pursuant to, policies of insurance in the amounts and with the insurance companies as set forth in Section 3.15 of the Disclosure Schedule and will use commercially reasonable efforts to continue in force to the Closing Date policies of insurance of substantially the same character and coverage. None of the Companies has received any written notice of cancellation of any insurance policy maintained in favor of a Company or been denied insurance coverage, which, in either case, would have a Material Adverse Effect.
SECTION 3.16. Brokers . Except for Merrill Lynch, Pierce, Fenner & Smith Incorporated ( Merrill Lynch ), no broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller or any of the Companies. Seller is solely responsible for the fees and expenses of Merrill Lynch.
SECTION 3.17. Accounting Records; Internal Controls . Each Company (a) has records that accurately reflect its transactions, and (b) has accounting controls sufficient to provide reasonable assurance that material transactions of such Company are (i) executed in accordance with managements general or specific authorization, and (ii) recorded in conformity with GAAP. Except as set forth in Schedule 3.17 of the Disclosure Schedule, all material accounting and financial reporting software licenses currently held by the Companies or necessary to the Business as currently conducted are fully paid to the extent required by the applicable software license agreement through the Closing Date.
SECTION 3.18. Permits . Section 3.18 of the Disclosure Schedule lists all material Permits necessary for the Business as currently conducted. All such Permits are in full force and effect. Seller has delivered, or otherwise made available for inspection to Purchaser, copies of all such Permits. To Sellers Knowledge, no event has occurred that (a) would result in, after passage of time, notice or both, revocation, suspension, adverse modification, non-renewal,
22
impairment, cancellation or termination of any such Permit other than in the ordinary course of business; or (b) adversely affect the rights of any Company under any such Permit. To Sellers Knowledge, there is no investigation, notice of apparent liability, violation, forfeiture or other Governmental Order issued by or before any Governmental Authority that would reasonably be expected to affect the validity or continued effectiveness of any such Permit.
SECTION 3.19. Employees . Schedule 3.19 of the Disclosure Schedule lists the current directors, executive officers and other employees of each of the Companies and their respective job titles. To Sellers Knowledge, none of the Persons referred to in the aforementioned list has given notice of resignation to the Companies. To Sellers Knowledge, no Person referred to in the aforementioned list is in material violation of any term of any employment contract.
SECTION 3.20. Title to and Condition of Personal Property . Except as set forth in Section 3.20 of the Disclosure Schedule, the Companies own or lease all tangible personal property used in the conduct of the Business (the Personal Property ) and have good title to, or have a valid leasehold interest in or other right to use, free and clear of Encumbrances other than Permitted Encumbrances, all such Personal Property. All Personal Property is in good operating condition and repair as required for use in the Business, except (a) for ordinary wear and tear, (b) as is consistent with reasonable business practices, and (c) where the failure of such Personal Property to be in good operating condition and repair would not, individually or in the aggregate, have a Material Adverse Effect.
SECTION 3.21. Bank Accounts . Section 3.21 of the Disclosure Schedule lists each bank, trust company, savings institution, brokerage firm, mutual fund or other financial institution with which the Company has an account or safe deposit box and the names and identification of all Persons authorized to draw thereon or to have access thereto, and lists the name of each Person holding a power of attorney or agency authority from any of the Companies for each such account.
SECTION 3.22. Capital Expenditures . Section 3.22 of the Disclosure Schedule sets forth the material capital expenditures each of the Companies has made since December 31, 2006.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
SECTION 4.01. Organization and Authority of Purchaser . Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by
23
it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms.
SECTION 4.02. No Conflict . Assuming that all consents, approvals, authorizations and other actions described in Section 4.03 have been obtained and all filings and notifications described therein made, and except as may result from any facts or circumstances relating solely to Seller, the execution, delivery and performance of this Agreement by Purchaser do not and will not (a) violate, conflict with or result in the breach of the articles of formation or operating agreement (or similar organizational documents) of Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to Purchaser or its assets, properties or businesses, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Purchaser is a party, except, in the case of clauses (b) and (c), as would not materially and adversely affect the ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.
SECTION 4.03. Governmental Consents and Approvals . The execution, delivery and performance of this Agreement by Purchaser do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) as described in Section 4.03 of the Disclosure Schedule, or (b) the Government Consents.
SECTION 4.04. Investment Purpose . Purchaser is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with all applicable laws, including United States federal securities laws. Purchaser agrees that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration under the Securities Act and such laws. Purchaser is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.
24
SECTION 4.05. Financing .
(a) Purchaser has received and accepted an executed commitment letter dated October 15, 2007 (the Commitment Letter ) from the Retirement Systems of Alabama ( RSA ) relating to the commitment of RSA to provide the full amount of the financing described therein (the Financing ) on the terms contemplated thereby.
(b) Purchaser has delivered to Seller true and correct copies of the Commitment Letter. As of the date hereof, the Commitment Letter is in full force and effect without amendment or modification, are the valid and binding obligations of each party thereto, have not been withdrawn or rescinded in any respect, and all commitment fees required to be paid thereunder on or prior to the date of this Agreement have been paid and any commitment fees required to be paid thereunder after the date of this Agreement will be paid in full. Purchaser acknowledges and agrees that the obligation of Purchaser to consummate the transactions contemplated by this Agreement is not conditioned upon the closing of the Financing, Purchasers receipt of the proceeds of the Financing or Purchasers ability to finance or pay the Purchase Price and that any failure of Purchaser to consummate the transactions contemplated by this Agreement as a result of the foregoing shall constitute a material breach by Purchaser of this Agreement.
SECTION 4.06. Litigation . As of the date hereof, no Action by or against Purchaser is pending or, to the best knowledge of Purchaser, threatened, which could affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby or thereby.
SECTION 4.07. Qualification . Purchaser is legally, financially and otherwise qualified to acquire the Stock and to own each of the Companies and to control and operate the Stations under the Communications Act and the rules, regulations and policies of the FCC, and there are no facts that would, under existing law and the existing rules, regulations, policies and procedures of the FCC, disqualify Purchaser as transferee of control of the FCC Licenses ( Purchasers Qualification ). Except as set forth in Section 4.07 of Purchasers Disclosure Schedule, Purchaser is not required to obtain any waiver of or exemption from any FCC rule or policy for the FCC Consent to be obtained. There are no matters relating to Purchaser that might reasonably be expected to result in the FCCs denial or delay of approval of the FCC Application. Purchaser has sufficient net liquid assets on hand or available from committed sources to consummate the transactions contemplated by this Agreement, including, to pay the Purchase Price and to operate the Stations for three (3) months following Closing.
SECTION 4.08. Brokers . Except for Belmoro Corporate Advisors, LLC, no broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser. Purchaser is solely responsible for the fees and expenses of Belmoro Corporate Advisors, LLC.
25
SECTION 4.09. Independent Investigation; Sellers Representations . Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by Purchaser and its Affiliates and representatives. Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Companies for such purpose. In entering into this Agreement, Purchaser has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Seller or its representatives (except the specific representations and warranties of Seller set forth in Article III and the schedules thereto).
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01. Conduct of Business Prior to the Closing . Seller covenants and agrees that, except as described in Section 5.01 of the Disclosure Schedule, between the date hereof and the Closing, Seller shall cause each Company to:
(a) conduct its business in the ordinary course in all material respects, and
(b) use its commercially reasonable efforts to preserve intact in all material respects the business organization of the Business. Except as described in Section 5.01 of the Disclosure Schedule, Seller covenants and agrees that, between the date hereof and the Closing, without the prior written consent of Purchaser, none of the Companies will:
(i) except for indebtedness to Seller, issue or sell any capital stock, notes, bonds or other securities (or any option, warrant or other right to acquire the same), or (ii) redeem any of its capital stock;
(ii) amend or restate its certificate of incorporation or bylaws (or similar organizational documents);
(iii) grant or announce any increase in the salaries, bonuses or other benefits payable to any of its employees, other than as required by Law, pursuant to any agreements existing on the date hereof and ordinary increases consistent with past practice;
(iv) change any method of accounting or accounting practice or policy used by it, other than such changes required by GAAP;
(v) fail to exercise any rights of renewal with respect to any material Leased Real Property that by its terms would otherwise expire;
(vi) materially and adversely modify the FCC Licenses or fail to maintain the FCC Licenses in full force and effect;
26
(vii) fail to make material capital expenditures reasonably necessary to operate the Business in the ordinary course consistent with past practices;
(viii) terminate, amend or fail to renew any existing insurance coverage, except in the ordinary course of business;
(ix) sell, transfer or otherwise dispose of any material assets or any material liabilities, except in the ordinary course of business;
(x) create, assume or permit to exist any Encumbrance upon any of the Companies assets, except for: (1) those Encumbrances set forth in Section 3.11(a) of the Disclosure Schedule, (2) Permitted Encumbrances, and (3) such items that are immaterial to the value of such assets and do not materially interfere with the operations of the Stations as currently conducted;
(xi) dispose of or permit to lapse any rights to the use of any Company Intellectual Property, except in the ordinary course of business;
(xii) other than in connection with the waiting period under the HSR Act or in connection with a tolling agreement executed to secure grant of an FCC license renewal application for any of the Stations, waive any applicable statute of limitations; or
(xiii) agree to take any of the actions specified in Sections 5.01(b)(i)-(xii).
SECTION 5.02. Access to Information . From the date hereof until the Closing, upon reasonable notice, Seller shall cause the Companies and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to afford Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of each of the Companies; provided , however , that any such access shall be conducted during normal business hours, under the supervision of Sellers personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Purchaser if such disclosure would, in Sellers reasonable discretion, (a) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (b) jeopardize any attorney-client or other legal privilege, or (c) contravene any applicable Law (including the HSR Act), fiduciary duty or agreement.
SECTION 5.03. Confidentiality .
(a) The terms of the letter agreement dated as of June 27, 2007 (the Confidentiality Agreement ) between Lincoln National Corporation and Raycom Media, Inc. are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of Purchaser under this Section 5.03 shall terminate; provided , however , that the Confidentiality Agreement shall terminate only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to the transactions contemplated by this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect.
27
(b) Nothing provided to Purchaser pursuant to Section 5.02 shall in any way amend or diminish Purchasers obligations under the Confidentiality Agreement. Purchaser acknowledges and agrees that any information provided to Purchaser pursuant to Section 5.02 or otherwise by Seller, the Companies or any officer, director, employee, agent, representative, accountant or counsel thereof shall be subject to the terms and conditions of the Confidentiality Agreement.
SECTION 5.04. Regulatory and Other Authorizations; Notices and Consents .
(a) Each of Purchaser and Seller shall use its best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its performance of its obligations pursuant to this Agreement, and will cooperate fully with each other in promptly seeking to obtain all such authorizations, consents, orders and approvals. Within five (5) Business Days after the date of this Agreement, Purchaser shall, and Seller shall cause the Companies to, file the FCC Applications. Purchaser shall, and Seller shall cause the Companies to, diligently prosecute the FCC Applications and otherwise use their best efforts to obtain the FCC Consent as soon as possible. If applicable, within fifteen (15) Business Days after the date of this Agreement, Purchaser and Seller shall make any required filings with the Federal Trade Commission and the United States Department of Justice pursuant to the HSR Act with respect to the transactions contemplated hereby (including a request for early termination of the waiting period thereunder), and shall thereafter promptly respond to all requests received from such agencies for additional information or documentation.
(b) Without limiting the generality of Purchasers undertaking pursuant to Section 5.04(a), Purchaser agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any communications, antitrust, competition or trade regulation or law that may be asserted by any Governmental Authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby as soon as commercially practicable, but in any event no later than November 10, 2008 (the Termination Date ), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date. In addition, from the date hereof through the Closing, Purchaser shall not make any acquisition or investment, alter its capital structure or ownership, or take or fail to take any other action, that could reasonably be expected to impair its qualifications to become or control the licensee of any of the Stations or delay the prosecution of any of the FCC Applications. From the date hereof through the Closing,
28
Purchaser shall maintain its qualifications to acquire the FCC Licenses and will take no action that could reasonably be expected to impair such qualifications or cause the grant of the FCC Consent to be materially delayed.
(c) Each party to this Agreement shall, except as prohibited by Law, promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless, to the extent permitted by Law, it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking the Government Consents. Except as prohibited by Law, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement and the transactions contemplated hereby.
SECTION 5.05. Retained Names and Marks . Purchaser hereby acknowledges that all right, title and interest in and to the names Lincoln, Lincoln National, Lincoln Financial, Lincoln Financial Media, Lincoln Financial Management, Jefferson-Pilot, Jefferson-Pilot Communications, and Hello Future together with all variations thereof and all derivations therefrom, and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or associated with any of the foregoing (the Retained Names and Marks ) are owned exclusively by Seller or its Affiliates, and that any and all rights of any of the Companies to use the Retained Names and Marks shall terminate as of the Closing. Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Retained Names and Marks, except as provided herein.
SECTION 5.06. Control . Purchaser shall not, directly or indirectly, control, supervise or direct the operation of the Stations prior to Closing. Consistent with the Communications Act and the FCC rules and regulations, control, supervision and direction of the operation of the Stations prior to Closing shall remain the responsibility of the holders of the FCC Licenses.
SECTION 5.07. Notifications; Reports .
(a) Until the Closing, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VIII of this Agreement becoming incapable of being satisfied.
(b) Seller will promptly notify Purchaser of any event of which Seller obtains knowledge that has had or might reasonably be expected to have a Material Adverse Effect or that if known as of the date hereof would have been required to be disclosed to Purchaser.
29
(c) Seller will furnish to Purchaser (i) to the extent not otherwise prohibited by Law, copies of all reports, renewals, filings, certificates, statements and other documents filed with any Governmental Authority on behalf of any Company, as well as copies of all Orders and correspondence from any Governmental Authority addressed to any Company, (ii) monthly and quarterly unaudited balance sheets, statements of operations and cash flow and changes in stockholders equity for the Companies, and (iii) to the extent available, weekly pacing reports and monthly ratings books for the Stations. Each of the financial statements delivered pursuant to this Section 5.07(b) will be prepared in accordance with GAAP consistently applied with the financial statements described in Section 3.07 (except for changes, if any, required by GAAP or disclosed therein).
SECTION 5.08. Disclaimer . PURCHASER AND SELLER AGREE THAT (A) EXCEPT AS SET FORTH IN ARTICLE III, NONE OF SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO THE COMPANIES, THE SHARES, THE ASSETS OR THE BUSINESS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY PURCHASER AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE COMPANIES OR THE BUSINESS AFTER THE CLOSING, AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF SELLER SET FORTH IN ARTICLE IX, NONE OF SELLER, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR PURCHASERS USE OF, ANY INFORMATION RELATING TO THE COMPANIES, THE BUSINESS OR THE ASSETS, INCLUDING THE DESCRIPTIVE MEMORANDUM DATED JULY 2007 AND ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO PURCHASER, WHETHER ORALLY OR IN WRITING, IN ANY DATA ROOM (INCLUDING ANY VIRTUAL DATA ROOM), MANAGEMENT PRESENTATIONS, FUNCTIONAL BREAK-OUT DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF PURCHASER OR IN ANY OTHER FORM IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. PURCHASER ACKNOWLEDGES AND AGREES THAT ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED BY SELLER.
SECTION 5.09. Affiliate Agreements . Except as set forth in Section 5.09 of the Disclosure Schedule, effective at the Closing, all agreements between a Company, on the one hand, and Seller or any of its Affiliates, on the other hand, including any tax sharing agreements, shall be terminated, and full releases of all obligations and balances owing shall be executed and delivered with respect thereto.
SECTION 5.10. Further Action . The parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement.
30
SECTION 5.11. Programming Liabilities . During the Interim Period, Seller and the Companies shall continue to satisfy all liabilities and obligation in respect of the Programming Contracts in the ordinary course of business consistent with the past practices of Seller and the Companies. Seller shall cause all amounts owed in respect of the Programming Contracts to be paid in full as of the Closing Date.
SECTION 5.12. Repair of Damage . If there shall occur any material damage to any of the Real Property or Personal Property assets of the Companies prior to the Closing Date, Seller shall repair or replace (in Sellers discretion) any such damaged asset (the Damaged Asset ) such that the Damaged Asset is in reasonable operating condition, unless such Damaged Asset was obsolete or unnecessary for the continued operation of the Business consistent with Sellers past practice and the FCC Licenses. If Seller is unable to repair or replace a Damaged Asset by the Closing Date, then the proceeds of any insurance covering such Damaged Asset shall be remitted to Purchaser at Closing, and the Purchaser shall be responsible for repairing or replacing the Damaged Asset after the Closing.
SECTION 5.13. Phase I Report . Within sixty (60) days after the date hereof, Purchaser shall have the right, at its cost and expense, to obtain a Phase I environmental audit for each parcel of Owned Real Property, Transferred Real Property and Leased Real Property (collectively, the Real Property ). Such report shall be obtained in a manner that does not materially interfere with or disrupt the Business. Copies of each such Phase I environmental audit shall promptly be delivered after receipt by Purchaser to Seller. Seller and Purchaser agree that the results of such Phase I environmental audits shall not be disclosed to any third party, unless such disclosure is required by law; provided , however , that each party may disclose such information to such partys officers, directors, employees, lenders, advisors, attorneys and accountants who need to know such information in connection with the consummation of the Transactions and who are informed by such party of the confidential nature of such information.
SECTION 5.14. Transition Services . From the date hereof until the Closing, Purchaser and Seller shall negotiate in good faith the terms of a mutually acceptable agreement to accommodate the other partys reasonable transition services requirements with respect to the Business after the Closing.
SECTION 5.15. Charlotte Leases . The parties hereto acknowledge that LFNC may be sold to a third-party (the LFNC Sale ) prior to the Closing. In the event that the LFNC Sale closes prior to the Closing, then WBTV shall (and Seller shall cause WBTV and LFNC to) execute the Charlotte Leases concurrently with the closing of the LFNC Sale. In the event that the closing of the LFNC Sale has not occurred prior to the Closing, then WBTV shall (and Seller shall cause WBTV and LFNC to) execute the Charlotte Leases concurrently with the Closing.
31
ARTICLE VI
EMPLOYEE MATTERS
SECTION 6.01. Employment . During the one (1) year period following the Closing, to the extent Purchaser or any of the Companies retains employees employed by any of the Companies immediately prior to the Closing, Purchaser shall, or Purchaser shall cause each of the Companies to, continue such employment at a level of salary, wages, bonus opportunities, commissions, if applicable, and benefits which in the aggregate are at least substantially equivalent to the salary, wages, bonus opportunities, commissions, if applicable, and benefits provided to Purchasers similarly situated employees, or, in the absence of such employees, to such employees prior to the Closing by Seller or the Companies. No provision of this Agreement shall be construed (a) as a guarantee of continued employment of any employee of any of the Companies and this Agreement shall not be construed so as to prohibit Purchaser or any of the Companies from having the right to terminate the employment of any employee, or (b) to prevent the amendment, modification or termination of any employee benefit plan, program or arrangement maintained or established by Purchaser, any of the Companies or their Affiliates on or after the Closing (the Purchaser Plans ) as long as Purchaser complies with its obligations hereunder. Purchaser shall be responsible for all severance obligations with respect to any termination of employment of any Company employee following the Closing. Any obligations resulting from deferred compensation, long term incentive, equity-based award, change of control, or transaction agreements, plans, programs, or policies in effect with Seller on or before the Closing will reside and remain with Seller regardless of whether payments due thereunder are made (or to be made) before, on or after Closing, and effective upon the Closing, any of the Companies participation in the Lincoln Financial Media Company Annual Incentive Plan and all other non-commission type bonus incentive plans shall cease, and any obligations applicable to such plans shall reside and remain with Seller except to the extent such obligations are reflected on the Closing Balance Sheet.
SECTION 6.02. Employee Benefits .
(a) As of the Closing, the Companies shall cease to be participating employers in all Seller Plans. Each employee of the Companies shall be credited with his or her years of service with the Companies (and any predecessor entities thereof) before the Closing under any Purchaser Plan providing benefits similar to those provided under such Seller Plan, except to the extent that such crediting would result in duplication of benefits and provided that no prior service credit shall be recognized for purposes of benefit accrual. Effective as of the Closing, Seller shall pay the value of any accrued paid time off to all employees of the Companies in accordance with the terms of the Seller Plans pursuant to which such paid time off benefits are provided.
(b) For a period of no less than one (1) year following the Closing, Purchaser shall, or shall cause the Companies to, maintain a severance plan for the benefit of employees of the Companies that is substantially comparable to, and provides no less benefits than, the severance plan maintained by Purchaser or its Affiliates for the benefit of employees of the Companies immediately prior to the Closing; provided , however , that in no event shall any employee receive, or be eligible to receive, severance for a period of less than two (2) weeks.
32
(c) Effective as of the Closing, Seller shall cause the portion of its flexible spending account reimbursement plan (the Seller FSA Plan ) applicable to employees of the Companies to be segregated into a separate component and the account balances in such Seller FSA Plan shall be transferred by Seller to a replacement flexible spending account plan established or maintained by Purchaser or any of its subsidiaries (the Purchaser FSA Plan ) as of the Closing for the benefit of such employees. The Purchaser FSA Plan shall reimburse Seller or the Seller FSA Plan at the end of the calendar year containing the Closing Date to the extent amounts were paid to a participant by the Seller FSA Plan and not collected from the participant by the Seller or Seller FSA Plan and such amounts are subsequently collected by the Purchaser FSA Plan with respect to such participant.
(d) Each employee of the Companies shall be given credit under the Purchaser Plans providing welfare benefits for amounts paid under any Plan providing welfare benefits for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the parallel Purchaser Plan. Purchaser shall, and shall cause its Affiliates and any Purchaser Plans to, waive all limitations as to pre-existing conditions, exclusions, waiting periods and evidence of insurability requirements with respect to participation and coverage of employees of the Companies and their eligible dependents in any Purchaser Plan that is a welfare plan except to the extent any such limitations as to pre-existing conditions, exclusions, waiting periods and evidence of insurability are effective under any Seller Plans at the time of Closing.
(e) Effective as of the Closing, Purchaser shall take all action necessary or appropriate to cause a defined contribution plan adopted or maintained by Purchaser or an Affiliate of Purchaser (the Purchaser 401(k) Plan ) to recognize prior service with Seller and the Companies for purposes of vesting and participation. Seller shall permit, and Purchaser shall cause the Purchaser 401(k) Plan to accept, a rollover of any account balances of employees of the Companies and Seller under the defined contribution retirement plan of Seller and its Affiliates, as amended from time to time (the Seller 401(k) Plan ) to the Purchaser 401(k) Plan. In connection with any such rollover elected by any employee of the Companies, Purchaser shall allow any such employees outstanding loan and related promissory note under the Seller 401(k) Plan to be rolled over into the Purchaser 401(k) Plan. The Purchasers 401(k) Plan shall be governed by its currently existing plan provisions and requirements (including those governing the amount of employer contributions), and not those plan provisions and requirements of Sellers 401(k) Plan or any other defined contribution plan previously or currently maintained by Seller.
(f) Any past, present or future obligations resulting from defined benefit, pension, profit sharing, or post-retirement health and welfare plans, policies, or agreements of Seller in effect on or before the Closing will reside and remain with Seller.
(g) Seller will be responsible for any obligations under its plans, policies or programs related to current or former Company employees currently eligible to receive benefits under COBRA or long term disability policies, plans or programs as of the Closing; provided , however , any current Company employees covered under any such long term disability policies, plans or programs as of the Closing shall become employees of Purchaser or one of its Affiliates effective as of the date they are ready to return to active employment. By way of clarification
33
and not in limitation of the immediately preceding sentence, Seller shall be responsible for providing COBRA coverage with respect to any Company employee terminated prior to the Closing.
ARTICLE VII
TAX MATTERS
SECTION 7.01. Tax Representations and Indemnities .
(a) Seller hereby represents and warrants to Purchaser that, except as set forth in Section 7.01(a) of the Disclosure Schedule, (i) all material Tax Returns required to have been filed by or with respect to any of the Companies have been timely filed (taking into account any extension of time to file granted or obtained); (ii) all Taxes shown to be payable on such Tax Returns have been paid or will be timely paid; (iii) no deficiency for any material amount of Tax has been asserted or assessed by a Governmental Authority in writing against any of the Companies that has not been satisfied by payment, settled or withdrawn; (iv) no Tax audits or other administrative or judicial Tax proceedings with respect to any material amount of Taxes of any of the Companies are pending or are being conducted; and (v) there are no material Tax liens on any assets of any of the Companies (other than Permitted Encumbrances).
(b) Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Losses due to any Excluded Taxes.
(c) Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against any and all Losses due to the breach of any covenant or agreement contained in this Article VII by Seller and its Affiliates.
(d) Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Losses due to the breach of any covenant or agreement contained in this Article VII by Purchaser and its Affiliates.
(e) This Section 7.01 shall be the sole and exclusive remedy of Seller and Purchaser with respect to the breach of any covenant or agreement contained in this Article VII.
SECTION 7.02. Straddle Periods .
(a) In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the Closing Date:
(i) in the case of Taxes other than those Taxes described in Section 7.02(a)(ii) hereof, shall be deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended on the date of the Closing; and
(ii) in the case of property or ad valorem Taxes imposed on a periodic basis with respect to the assets of the Companies shall be deemed to be the amount of such Taxes
34
for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period.
(b) Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 7.02 taking into account the type of Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.02 shall be computed by reference to the level of such items on the date of the Closing. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Companies.
SECTION 7.03. Tax Refunds and Tax Benefits . Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to taxable periods (or portions of taxable periods) ending on or before the date of the Closing shall be the property of Seller, and if received by Purchaser or the Companies, shall be paid over promptly to Seller. Purchaser shall, if Seller so requests and at Sellers reasonable expense, cause the Companies or other relevant entity to file for and use its best efforts to obtain and expedite the receipt of any refund to which Seller is entitled under this Section 7.03. Purchaser shall permit Seller to participate in (at Sellers expense) the prosecution of any such refund claim.
SECTION 7.04. Contests .
(a) Seller shall have the right to control the conduct of any audit or administrative or judicial proceeding with respect to any consolidated federal income Tax Return (or similar combined, consolidated or unitary state income Tax Return) that includes Seller or the Companies with respect to a taxable period of the Companies ending on or before the Closing Date (a Pre-Closing Consolidated Audit ).
(b) With respect to any audit or administrative or judicial proceeding with respect to Taxes of the Companies (other than a Pre-Closing Consolidated Audit), Purchaser shall promptly notify Seller in writing upon receipt by any of the Companies of a written notice of any audit or administrative or judicial proceeding with respect to Taxes of any of the Companies which Seller may have liability (a Tax Contest Claim ); provided , however , no failure or delay by Purchaser to provide notice of a Tax Contest Claim shall reduce or otherwise affect the obligation of Seller hereunder except to the extent Seller is actually prejudiced thereby. Purchaser and Seller shall cooperate with each other in the conduct of any Tax Contest Claim. Seller shall have the right to control the conduct of any Tax Contest Claim for a period that ends on or prior to the Closing Date (a Pre-Closing Tax Claim ) if Seller provides Purchaser with notice of its election to control such claim within thirty (30) days of Purchaser notifying Seller of such Tax Contest Claim, provided if the resolution of such Pre-Closing Tax Claim could reasonably be expected to have an adverse effect on Purchaser or any of the Companies for a period that ends after the Closing Date then: (i) Seller shall keep Purchaser informed regarding the progress and substantive aspects of such Pre-Closing Tax Claim, (ii) Purchaser shall be entitled to participate in any Pre-Closing Tax Claim and (iii) Seller shall not compromise or
35
settle any Pre-Closing Tax Claim without obtaining Purchasers consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller does not elect to control a Pre-Closing Tax Claim within the time period set forth above, then Purchaser shall be entitled to control all aspects of such claim.
(c) With respect to any Tax Contest Claim for a period that begins before and ends after the Closing Date (a Straddle Tax Claim ), Purchaser shall control such claim, provided that (A) Purchaser shall keep Seller informed regarding the progress and substantive aspects of such Straddle Tax Claim, (B) Seller shall be entitled to participate in any Straddle Tax Claim and (C) Purchaser shall not compromise or settle a Straddle Tax Claim without obtaining Sellers consent, which consent shall not be unreasonably withheld, conditioned or delayed.
SECTION 7.05. Preparation of Tax Returns .
(a) Seller shall prepare or cause to be prepared all Tax Returns required to be filed by, with respect to or that include the Companies with respect to taxable periods of the Companies ending on or before the Closing Date, and such Tax Returns, to the extent they relate to the Companies, shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Companies shall be included in the federal consolidated income Tax Return of which Sellers Parent is the common parent for the tax year of the Companies that ends on the Closing Date (and any similar combined, consolidated or unitary state income Tax Return) (the Consolidated Tax Returns ), Seller shall cause such Consolidated Tax Returns to be filed on a timely basis and Seller shall pay, or cause to be paid, all such Taxes shown as due on such Tax Returns. Seller shall provide a copy of each separate Company income and franchise Tax Return to Purchaser for Purchasers review and consent, not to be unreasonably withheld, conditioned or delayed, no later than thirty (30) days prior to the due date (taking into account any applicable extensions) for such Tax Return. Seller shall consider in good faith any reasonable comments received from Purchaser in writing no later than ten (10) Business Days before the due date of such Tax Return. Seller shall provide a copy of each other separate Company Tax Return within a reasonable period of time prior to the due date of such Tax Return (taking into account any applicable extensions) to enable the Company to timely file such Tax Return. For the avoidance of doubt, separate Company Tax Returns shall not include any portion of a Consolidated Tax Return.
(b) Purchaser shall file or cause to be filed all Tax Returns of the Companies, other than the Consolidated Tax Returns, that are prepared by Seller pursuant to Section 7.05(a) ( Stand-Alone Pre-Closing Tax Returns ) and subject to the other provisions in this Agreement, shall pay or cause to be paid all Taxes shown as due on such Tax Returns. Purchaser shall cause to be prepared all Tax Returns of the Companies for taxable periods starting on or before the Closing Date and ending after the Closing Date (each, a Straddle Period ), and shall cause such Tax Returns to be prepared consistent with past practices, except as otherwise required by applicable law. Purchaser shall provide a copy of any Straddle Period Tax Return to Seller for review and comment no later than thirty (30) days prior to the due date for such Tax Return. Purchaser shall incorporate any reasonable comments received from Seller in writing no later than five (5) Business Days before the due date of such Tax Return. Purchaser shall file or cause to be filed all Straddle Period Tax Returns and, subject to the other provisions in this Agreement, shall pay or cause to be paid all Taxes shown due on such Tax Returns. Seller shall pay to
36
Purchaser (i) no later than three (3) Business Days prior to the due date for filing any Tax Return for any Straddle Period the amount of Taxes owing with respect to the portion of the Straddle Period covered by such Tax Return ending on the Closing Date (pro rated pursuant to Section 7.02 hereof) and (ii) no later than three (3) Business Days prior to the due date for filing any Stand-Alone Pre-Closing Tax Return the amount of Taxes owing with respect to such Tax Return.
SECTION 7.06. Tax Cooperation and Exchange of Information . Purchaser and Seller shall cooperate fully, and shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes of the Companies. Such cooperation shall include the retention and (upon the other partys request) the provision of records and information reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and Seller shall (i) retain all books and records with respect to Tax matters pertinent to the Companies relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations (taking into account any extensions thereof) of the respective taxable periods and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, shall allow the requesting party to take possession of such books and records.
SECTION 7.07. Tax Covenants .
(a) Neither Purchaser nor any Affiliate of Purchaser shall take, or cause or permit the Companies to take, any action or omit to take any action which could increase Sellers or any of its Affiliates liability for Taxes except as may be required by Law.
(b) Neither Purchaser nor any Affiliate of Purchaser shall amend, refile or otherwise modify, or cause or permit the Companies to amend, refile or otherwise modify, any Tax election or Tax Return or grant an extension of any applicable statute of limitations, in each case with respect to any taxable period (or portion of any taxable period), ending on or before the Closing Date without the prior written consent of Seller.
(c) The parties hereto agree that none of Seller, Purchaser, or any of their respective Affiliates will make a ratable allocation election under Treas. Reg. §1.1502-76(b)(2)(ii) or any other similar Law with respect to the transactions contemplated in this Agreement. In accordance with Treas. Reg. §1.1502-76 and any analogous Law, any Tax related to any extraordinary transaction that occurs on the Closing Date after the Closing shall be allocated to the taxable period beginning after the Closing Date.
(d) Purchaser shall elect, and shall cause its Affiliates to elect, to waive any right to carry back any item of loss, deduction or credit of any of the Companies which arises in a taxable year or portion thereof beginning after the Closing Date to any taxable year or period ending on or before the Closing Date under Section 172(b)(3) of the Code.
37
SECTION 7.08. Survival of Representations and Warranties and Covenants . Notwithstanding any provision in this Agreement to the contrary, the representations, warranties, covenants and agreements of the parties hereto contained in this Article VII shall survive the Closing for a period of five (5) years.
SECTION 7.09. Section 338(h)(10) Election .
(a) Seller and Purchaser shall jointly make and file elections under Section 338(h)(10) of the Code and any comparable provisions of state or local Tax Law (together, the Section 338(h)(10) Election ) with respect to the deemed sale of the assets of the Companies and, at the Closing, the parties shall execute IRS Forms 8023 (or successor form and any similar state or local forms), with all attachments. The parties shall cooperate with each other to take all actions necessary and appropriate (including filing such additional forms, returns, elections, schedules and other documents as may be required) to effect and preserve timely elections in accordance with Treasury Regulations Section 1.338(h)(10)-1 (or any comparable provisions of state or local Tax Law) or any successor provisions.
(b) In connection with the Section 338(h)(10) Election, Seller shall allocate the Purchase Price among the Companies pursuant to an allocation schedule (the Allocation Schedule ) to be prepared by Seller and delivered to Purchaser within ninety (90) days of the Closing Date. For each of the Companies, Seller shall allocate the Purchase Price as set forth in the Allocation Schedule and the liabilities of each Company to the assets deemed sold by any old T under applicable Treasury Regulations and the value of the assets deemed purchased by any new T under applicable Treasury Regulations, and Seller shall prepare draft IRS Forms 8883 (or successor forms and any similar state or local forms) with respect to the Companies based on such allocations. Seller shall provide such draft IRS Forms 8883 to Purchaser no later than ninety (90) days after the Closing Date. The Parties agree that the IRS Forms 8883 prepared in connection with the Section 338(h)(10) Election shall be based on the Allocation Schedule, and Seller shall allocate the aggregate deemed sales price (within the meaning of Treasury Regulations Section 1.338-4) of the assets of the Companies deemed sold, and the adjusted grossed-up basis (within the meaning of Treasury Regulations Section 1.338-5) of the assets of the Companies deemed purchased, in accordance with Treasury Regulations Section 1.338-6 and the other requirements of the Code, including any adjustments thereto required under Treasury Regulations Section 1.338-7, based in each case upon the Allocation Schedule.
(c) If, within thirty (30) days after the receipt of the Allocation Schedule and draft IRS Forms 8883, Purchaser notifies Seller in writing that Purchaser disagrees with such Allocation Schedule or one or more draft IRS Forms 8883, then the Purchaser shall specify in writing to the Seller in reasonable detail the basis for its disagreement with respect to the items on which it disagrees and the parties shall attempt in good faith to resolve their disagreement with respect to such items within the twenty (20) days following notification by Purchaser to Seller of such disagreement. If Purchaser does not so notify Seller within thirty (30) days of receipt of the Allocation Schedule and draft IRS Forms 8883, or upon resolution of the disputed items by the parties, the Allocation Schedule shall become the Final Allocation Schedule and the draft IRS Forms 8883 shall become the Final IRS Forms 8883 . If the parties are unable to resolve their disagreement within the thirty (30) days following any such notification by Purchaser, then the parties shall submit all such disputed items for resolution to the Auditor,
38
following the procedures and consistent with the provisions set forth in Section 2.06(d) hereof. The Allocation Schedule and any IRS Forms 8883, as determined by the Auditor, shall be the Final Allocation Schedule and Final IRS Form 8883, respectively. The parties shall (i) be bound by the Final Allocation Schedule and all Final IRS Forms 8883 for purposes of determining any Taxes and (ii) prepare and file their Tax Returns on a basis consistent with the Final Allocation Schedule and Final IRS Forms 8883; provided , however , that nothing contained herein shall prevent Seller and Purchaser from settling any proposed deficiency or adjustment by any Tax authority based upon or arising out of the allocation in the Final IRS Forms 8883, and neither Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Tax authority challenging such allocation. No later than fifteen (15) days prior to the date such Final IRS Forms 8883 and any related documentation are required to be filed under the applicable Laws, Seller shall execute and deliver to Purchaser a Final Form 8883 with respect to each of the Companies.
ARTICLE VIII
CONDITIONS TO CLOSING
SECTION 8.01. Conditions to Obligations of Seller . The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
(a) Representations, Warranties and Covenants . (i) the representations and warranties of Purchaser contained in this Agreement (A) that are not qualified as to materiality shall be true and correct in all material respects as of the Closing, and (B) that are qualified as to materiality shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of a date other than the date hereof, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date, and (ii) the covenants and agreements contained in this Agreement to be complied with by Purchaser on or before the Closing shall have been complied with in all material respects;
(b) Government Consents . The Government Consents shall have been obtained; and
(c) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions.
SECTION 8.02. Conditions to Obligations of Purchaser . The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:
(a) Representations, Warranties and Covenants . (i) The representations and warranties of Seller contained in this Agreement shall be true and correct as of the Closing except as would not have a Material Adverse Effect, other than such representations and
39
warranties that are made as of another date, in which case such representations and warranties shall be true and correct except as would not have a Material Adverse Effect as of such other date; provided that any representations and warranties that are qualified by their terms as to Material Adverse Effect shall be true and correct as of the Closing or such other date, as applicable, and (ii) the covenants and agreements contained in this Agreement to be complied with by Seller at or before the Closing shall have been complied with in all material respects;
(b) Government Consents . The Government Consents shall have been obtained, provided that in the event that a petition to deny or informal objection shall have been filed against any FCC Application, then, at Purchasers option, the FCC Consent with respect to such FCC Application shall have become a Final Order;
(c) No Order . No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions; and
(d) Third Party Approvals . Seller shall have taken the actions set forth in Section 8.02(d) of the Disclosure Schedule.
(e) No Material Adverse Effect . There shall not have occurred a Material Adverse Effect after the date hereof.
ARTICLE IX
INDEMNIFICATION
SECTION 9.01. Survival of Representations and Warranties . (a) The representations and warranties of the parties hereto contained in this Agreement, and (b) any certificate delivered by Seller pursuant to Section 2.04(d) or by Purchaser pursuant to Section 2.05(d), shall survive the Closing for a period of twelve (12) months; provided , however , that any claim made with reasonable specificity by the party seeking to be indemnified within the time periods set forth in this Section 9.01 shall survive until such claim is finally and fully resolved.
SECTION 9.02. Indemnification by Seller . Following the Closing, Purchaser and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (each, a Purchaser Indemnified Party ) shall be indemnified and held harmless by Seller for and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys and consultants fees and expenses) actually suffered or incurred by them (hereinafter, a Loss ), arising out of or resulting from: (a) any (i) representation or warranty made by Seller contained in this Agreement, or (ii) certificate delivered by Seller pursuant to Section 2.04(d), being untrue or incorrect; or (b) the breach of any covenant or agreement contained in this Agreement requiring performance by Seller after the Closing.
SECTION 9.03. Indemnification by Purchaser . Following the Closing, Seller and its Affiliates, and their respective officers, directors, employees, agents, successors and
40
assigns (each, a Seller Indemnified Party ) shall be indemnified and held harmless by Purchaser for and against any and all Losses, arising out of or resulting from: (a) any (i) representation or warranty made by Purchaser contained in this Agreement, or (ii) certificate delivered by Purchaser pursuant to Section 2.05(d), being untrue or incorrect; (b) the breach of any covenant or agreement contained in this Agreement requiring performance by Purchaser after the Closing; or (c) any claim or cause of action by any Person arising before or after the Closing against any Seller Indemnified Party with respect to the operations of the Companies, except for claims or causes of action with respect to which Seller is obligated to indemnify Purchaser Indemnified Parties pursuant to Section 9.02.
SECTION 9.04. Limits on Indemnification .
(a) Notwithstanding anything to the contrary contained in this Agreement: (i) an Indemnifying Party shall not be liable for any claim for indemnification pursuant to Section 9.02(a) or Section 9.03(a) unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Indemnifying Party exceeds an amount equal to Three Million Dollars ($3,000,000), after which the Indemnifying Party shall be liable only for those Losses in excess of such amount; (ii) the maximum amount of indemnifiable Losses which may be recovered from an Indemnifying Party arising out of or resulting from the causes set forth in Section 9.02(a) or Section 9.03(a) shall be an amount equal to ten percent (10%) of the Purchase Price; provided , however , that the limitations set forth in clauses (i) and (ii) of this Section 9.04(a) shall not apply to claims arising out of breaches of the representations and warranties contained in Sections 3.01, 3.03 or 4.01; (iii) neither party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement.
(b) For all purposes of Article VII and this Article IX, Losses shall be net of (i) any insurance or other recoveries payable to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (ii) any Tax benefit available to the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (including the net present value of any Tax benefit arising in subsequent taxable years, calculated using a discount rate equal to the rate identified by The Wall Street Journal on the date of indemnification payment as the United States prime rate). The Indemnifying Party may require an Indemnified Party to assign its rights to seek recovery from any third party.
SECTION 9.05. Notice of Loss; Third Party Claims . An Indemnified Party shall give the Indemnifying Party prompt notice of any matter which an Indemnified Party has determined has given or could give rise to a claim for indemnification under this Agreement describing in reasonable detail the facts and circumstances with respect to such claim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. With respect to a breach of any representation or warranty, such notice must be received on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date. If the matter is a claim brought by
41
a third party (a Third Party Claim ), the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party. If the Indemnifying Party elects to undertake any such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Partys expense, all witnesses, pertinent records, materials and information in the Indemnified Partys possession or under the Indemnified Partys control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim. If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding.
SECTION 9.06. Remedies . Following the Closing, the indemnification provisions of this Article IX shall be the sole and exclusive remedies of Purchaser and Seller with respect to the subject matter of this Agreement and the transactions contemplated hereby; provided that this provision shall not limit any remedies available to Seller in respect of a breach of Section 5.04 or to either party in respect of Article VII (which, for the avoidance of doubt, shall be governed by Section 7.01). Each party hereto shall take all reasonable steps to mitigate its Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses.
SECTION 9.07. Treatment of Indemnity Payments . Any indemnity payments made by an Indemnifying Party pursuant to this Article IX or Article VII shall be treated as an adjustment to the Purchase Price for federal, state and local income Tax purposes.
SECTION 9.08. Tax Matters . Anything in this Article IX to the contrary notwithstanding, the rights and obligations of the parties with respect to indemnification for any and all Tax matters shall be governed by Article VII and shall not be subject to this Article IX, except for Sections 9.04(b), 9.06 and 9.07.
42
ARTICLE X
TERMINATION, AMENDMENT AND WAIVER
SECTION 10.01. Termination . This Agreement may be terminated at any time prior to the Closing:
(a) by either Seller or Purchaser if the Closing shall not have occurred by the Termination Date; provided , however , that the right to terminate this Agreement under this Section 10.01(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;
(b) by either Purchaser or Seller in the event that any Governmental Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and nonappealable;
(c) by Seller if Purchaser shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article VIII, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice by Seller to Purchaser specifying such breach, provided , however , that a failure by Purchaser to pay the Purchase Price at Closing shall be a material breach not subject to cure;
(d) by Purchaser if Seller shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article VIII, which breach cannot be or has not been cured within thirty (30) days after the giving of written notice by Purchaser to Seller specifying such breach; or
(e) by the mutual written consent of Seller and Purchaser.
SECTION 10.02. Effect of Termination . In the event of termination of this Agreement as provided in Section 10.01, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except (a) as set forth in Section 5.03 and Article IX and (b) that nothing herein shall relieve either party from liability for any breach of this Agreement occurring prior to such termination.
ARTICLE XI
GENERAL PROVISIONS
SECTION 11.01. Expenses . Except as otherwise specified in this Agreement, each party shall be solely responsible for all costs and expenses incurred by it in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement. All governmental fees and charges applicable to any requests for Governmental Consents shall be paid one-half by Purchaser and one-half by Seller, except that if more than one HSR Act filing is necessary because a party has more than one ultimate parent entity, then such
43
party shall pay the HSR Act filing fees for any additional filings. Purchaser and Seller shall each be responsible for one-half of all governmental recording, sales, use and other similar transfer taxes, fees and charges (not including any Taxes on or measured by income) applicable to the transfer of the Stock under this Agreement.
SECTION 11.02. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):
44
with a copy to: | ||||
Thomas B. Henson |
||||
2131 Ayrsley Town Blvd. |
||||
Suite 300 |
||||
Charlotte, North Carolina 28273 |
||||
Facsimile: |
(704) 643-4482 |
SECTION 11.03. Public Announcements . Neither party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other party unless otherwise required by Law or applicable stock exchange regulation, and the parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.
SECTION 11.04. Severability . If any term or other provision of this Agreement is deemed by any court to be violative of Law or public policy and therefore invalid, illegal or incapable of being enforced, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.
SECTION 11.05. Entire Agreement . This Agreement and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between Seller and Purchaser with respect to the subject matter hereof and thereof.
SECTION 11.06. Assignment . This Agreement may not be assigned by any party hereto without the express written consent of the other parties (which consent may be granted or withheld in such parties sole discretion); provided , however , that Seller may assign its rights and obligations under this Agreement to Lincoln National Corporation, an Indiana corporation.
SECTION 11.07. Amendment . This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, each party hereto, or (b) by a waiver in accordance with Section 11.08.
SECTION 11.08. Waiver . Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto, or (c) waive compliance with any of the
45
agreements of the other party or conditions to such partys obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.
SECTION 11.09. No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied (including the provisions of Article IX relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.
SECTION 11.10. Neutral Construction . Seller and Purchaser agree that this Agreement was negotiated at arms-length and that the final terms hereof are the product of the parties negotiations. This Agreement shall be deemed to have been jointly and equally drafted by Seller and Purchaser, and the provisions hereof should not be construed against a party on the grounds that the party drafted or was more responsible for drafting the provision.
SECTION 11.11. Currency . Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.
SECTION 11.12. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware federal court sitting in the City of Wilmington; provided , however , that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any Delaware state court sitting in the City of Wilmington. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the City of Wilmington for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.
SECTION 11.13. Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
46
SECTION 11.14. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.
[ Signature Page Follows ]
47
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
Exhibit 10.3
Amendment No. 1
to the 2007 Lincoln National Corporation
Amended and Restated
Incentive Compensation Plan
Pursuant to Section 10(e) of the 2007 Lincoln National Corporation Amended and Restated Incentive Compensation Plan (the Plan), the Board of Lincoln National Corporation amends the Plan effective August 2, 2007, as follows:
Section 10(c) of the Plan is deleted in its entirety and replaced with the following:
(c) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment to outstanding Awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to any or all of (i) the number and kind of shares of Stock which may be delivered in connection with Awards granted thereafter, (ii) the number and kind of shares of Stock by which annual per-person Award limitations are measured under Section 5 hereof, (iii) the number and kind of shares of Stock subject to or deliverable in respect of outstanding Awards and (iv) the exercise price, grant price or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding Award. In determining the appropriate adjustment to be made, the Committee may take into account such factors as it deems appropriate, including (x) the restrictions of applicable law, (y) the potential tax consequences of an adjustment, and (z) the possibility that some Participants might receive an adjustment or a distribution or some other benefit that is unintended, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Awards, modify vesting dates, defer the delivery of stock certificates, or make other equitable adjustments. Any such adjustments to outstanding Awards will be effected in a manner that precludes enlargement of rights and benefits under such Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Committee shall be final, conclusive and binding.
In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards (including Performance Awards and performance goals, and Annual Incentive Awards and any Annual Incentive Award pool or performance goals relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence, as well as acquisitions and dispositions of businesses and assets) affecting the Corporation, any subsidiary or any business unit, or the financial statements of the Corporation or any subsidiary, or in response to changes in applicable laws, regulations, accounting
principles, tax rates and regulations or business conditions or in view of the Committees assessment of the business strategy of the Corporation, any subsidiary or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that no such adjustment shall be made if and to the extent that such adjustment would cause Options, SARs, Performance Awards granted under Section 8(b) hereof or Annual Incentive Awards granted under Section 8(c) hereof to Participants designated by the Committee as Covered Employees and intended to qualify as performance-based compensation under Code Section 162(m) and regulations thereunder to otherwise fail to qualify as performance-based compensation under Code Section 162(m) and regulations thereunder.
Resolution L
LINCOLN NATIONAL CORPORATION
Compensation Committee Meeting
February 7, 2008
Approval of Amendment No. 2 to
The Lincoln National Corporation Incentive Compensation Plan
RESOLVED, That the Compensation Committee approves and recommends to the Board of Directors of Lincoln National Corporation the adoption of the following resolution:
WHEREAS, Lincoln National Corporation (the Corporation) has established the Lincoln National Corporation Amended and Restated Incentive Compensation Plan (the Plan), effective May 10, 2007; and
WHEREAS, The Board of Directors has determined it to be in the best interests of the Corporation to amend the Plan, effective February 7, 2008, in order to document the Plans operation in compliance with the American Jobs Creation Act of 2004 (the JOBS Act).
RESOLVED, That Amendment No. 2 to the Plan, substantially in the form attached to this resolution as Exhibit A, is hereby approved; and
RESOLVED, That the appropriate officers of the Corporation are authorized to take such other action as is necessary or desirable to effect this resolution.
EXHIBIT A
Amendment No. 2 to the
2007 Lincoln National Corporation
Amended and Restated Incentive Compensation Plan
Pursuant to Section 10(e) of the 2007 Lincoln National Corporation Amended and Restated Incentive Compensation Plan (the Plan), the Board of Lincoln National Corporation amends the Plan effective February 7, 2008, as follows:
1. Deleting Section 2(f) Change of Control Price in its entirety and re-lettering the remaining section letters.
2. Deleting Section 6(c)(i) of the Plan in its entirety and replacing it with the following:
(i) Right to Payment. A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee. The grant price of a SAR shall not be less than the Fair Market Value of a share of Stock on the date of grant of such SAR.
3. Amending Section 8(b)(v) of the Plan by adding the following sentence at the end of such Section:
Performance Awards shall be settled and paid after the end of the relevant performance period and before the 15 th day of the third month following the end of the performance period.
4. Amending Section 8(c)(iii) of the Plan by adding the following sentence at the end of such Section:
Annual Incentive Awards shall be settled and paid after the end of the relevant fiscal year and before the 15 th day of the third month following the end of the fiscal year.
5. Deleting Section 9(b) of the Plan in its entirety and replacing it with the following:
(b) Restricted Stock and Deferred Stock Units. The restrictions, deferral of settlement, and forfeiture conditions applicable to any Restricted Stock or Deferred Stock Unit granted under the Plan shall lapse and such Awards shall be deemed fully vested as of the time of the Change of Control, except to the extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a) hereof; provided that a Change of Control shall not accelerate payment of any such fully vested Award that is subject to Code Section 409A unless such Change of Control also qualifies as a change in control event as described under Code Section 409A(a)(2)(A)(v),
6. Amending Section 10(c) of the Plan by adding the following sentence to the end of such Section:
or (2) be made in a manner that will be treated under Code Section 409A as the grant of a new option or SAR.
7. Amending Section 10 of the Plan by adding a new Section 10(m):
(m) Code Section 409A. The Plan shall be operated and administered in such a way that no Participants are subject to adverse tax consequences under Code Section 409A. Accordingly, no action shall be taken under the Plan, including any acceleration under Section 7(c), delay under Section 10(a), or conversion into Deferred Stock Units under Section 6(a), that would result in such adverse tax consequences. Further, no Option or SAR that was not fully vested before 2005 shall contain any feature for the deferral of compensation.
Exhibit 10.10
LINCOLN NATIONAL CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
(The O&E SERP)
Amendment & Restatement Effective December 31, 2007
(except as otherwise indicated)
The Lincoln National Corporation Supplemental Retirement Plan (the Plan) is hereby adopted effective December 31, 2007 by Lincoln National Corporation on behalf of itself and its affiliates (the Corporation). The Plan is an amendment and restatement of an assortment of pre-existing individual and group plans, programs and arrangements that provide deferred compensation for select Employees and Agents of Lincoln National Corporation and its affiliates (the Predecessor Plans). This Plan incorporates changes made to the Predecessor Plans in order to comply with Code section 409A, added by the American Jobs Creation Act of 2004. This Plan also provides for the cessation or freeze of benefit accruals for certain benefits effective December 31, 2007, as described in the attached Appendix A.
The purpose of the Plan is to provide supplemental retirement benefits to select Employees and Agents of the Corporation. In general, Plan benefits are not intended to make up or restore benefits that cannot be paid under the Corporations qualified retirement plans due to Internal Revenue Service limitations on the amount of annual benefits payable under tax-qualified plans, and the amount of compensation that can be considered under a tax-qualified plan formula.
The Plan is intended (1) to comply with Code section 409A and the official guidance issued thereunder, except with respect to Grandfathered Benefits, and (2) to be a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
ARTICLE I
DEFINITIONS
Wherever used herein the terms below shall have the following meaning:
ABGA Agent means an agency building general agent for the legacy Jefferson Pilot Life Insurance Company (merged with and into the Lincoln National Life Insurance Company on April 2, 2007).
Affiliate means any corporation or other entity that is treated as a single employer with the Corporation under section 414 of the Code.
Agents means, collectively, any ABGA Agents, DAN Agents, or LNL Agents who are eligible to receive a benefit under the Plan as described in Article III.
Benefit Commencement Date means the date that Plan benefits are scheduled to be paid in a cash lump sum, or scheduled to begin to be paid if the benefits are expressed as periodic payments (an annuity or installments), as set forth in Appendix A.
Benefit Determination Date means the date that Plan benefits are calculated.
Change of Control means an event that qualifies as a change of control of the Corporation under the Lincoln National Corporation Executives Severance Benefit Plan (as in effect immediately prior to such change of control).
Code means the Internal Revenue Code of 1986, as amended from time to time.
Committee means the Compensation Committee of the Corporations Board of Directors or such other committee as may be appointed by the Board of Directors from time to time.
Corporation means Lincoln National Corporation or any successor corporation or other entity.
Disabled means, with respect to a Participant, that the Participant has been determined to be disabled as defined in the applicable Qualified Plan.
DAN Agent means a district agency network agent aligned with the legacy Jefferson Pilot Life Insurance Companys retail sales organization (merged with and into the Lincoln National Life Insurance Company on April 2, 2007).
Grandfathered Benefit means, with respect to terminated vested participants as of December 31, 2004, or active Participants who have not accrued a benefit under this Plan since December 31, 2004, the benefit amounts earned and vested under this Plan pursuant to Article III as of December 31, 2004 within the meaning of Code section 409A and the official guidance thereunder. Except as specified herein, Grandfathered Benefits are subject to the distribution rules in effect as of December 31, 2004.
Employee means an individual who is a regular employee on the U.S. payroll of the Corporation or an Employer. The term Employee shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by the Corporation or an Employer as not eligible to participate in the Plan, even if such person is determined to be an employee of the Corporation or a Participating Employer by any governmental or judicial authority.
Employer means Lincoln National Corporation and any Affiliates who has adopted this Plan as a Participating Employer.
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
Key Employee means an Employee treated as a specified employee as of his Separation from Service under Code section 409A(a)(2)(B)(i) of the Corporation or its Affiliates, i.e. , a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) . Key Employees shall be determined in accordance with Code section 409A for a specific calendar year using the December 31 st of the previous calendar year as the determination date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 st following the identification date.
LNL Agent means a full-time life insurance salesman for Lincoln National Life Insurance Company.
Participant means any Employee, LNL Agent, ABGA Agent, or DAN Agent who has accrued a Plan benefit described in the attached Appendix A.
Plan means the Lincoln National Corporation Supplemental Retirement Plan, as set forth herein and as amended from time to time.
Plan Administrator means the Senior Vice President of Human Resources.
Present Value means, for a Participant whose Plan benefits are expressed as an annuity, the lump sum present value of the accrued benefit calculated using the actuarial assumptions for calculating lump sum amounts under the qualified retirement plan under which the Participant is eligible to receive a benefit, except as specifically stated otherwise.
Separation from Service or Separate from Service means a separation from service within the meaning of Code section 409A.
ARTICLE II
PARTICIPATION
Participation in the Plan by an Employee, LNL Agent, ABGA Agent, or DAN Agent begins when the individual is designated as a Participant in the Plan and begins to accrue a Plan benefit as described in the attached Appendix A.
ARTICLE III
PLAN BENEFITS
Participants shall accrue benefits under this Plan as described in the attached Appendix A. Plan benefits are 100% vested at all times.
ARTICLE IV
DISTRIBUTION OF BENEFITS
4.1. Benefit Commencement Date . Except as specified in Section 4.6 below, a Participants benefits shall be paid, or begin to be paid, as soon as practicable after his or her Benefit Determination Date, but in no event later than ninety (90) days after such date. Each Participants Benefit Determination Date is set forth in the applicable section of Appendix A.
4.2 Benefit Distribution Form . Absent an effective alternative election pursuant to Section 4.4 below, a Participants benefit will be paid, or begin to be paid, in the form indicated in Appendix A.
4.3 Distributions Upon Death . To the extent that a pre-retirement death benefit is payable with respect to a Participants benefit, as indicated in Appendix A, in the event of the death of the Participant before benefits have commenced, benefits will be paid, or begin to be paid, to the Participants beneficiary as soon as practicable after the Participants death, but in no event later than 90 days after the Participants death. In the event of the death of the Participant after benefits have commenced, benefits under the Plan will continue to be paid to the Participants beneficiary in the distribution form already begun. In the event that a Participant dies and has not properly designated a beneficiary, or if no designated beneficiary is living on the date of distribution, such amount shall be distributed to the Participants estate.
4.4 Alternative Elections . A Participant may, in the sole discretion of the Plan Administrator, elect a different Benefit Commencement Date or Benefit Distribution Form other than those set forth in Appendix A by making an alternative election. Only one alternative election may be made, and the election is irrevocable once made. Any alternative election must be made in accordance with procedures established by the Plan Administrator, and must be made at least 366 days prior to the Participants original Benefit Commencement Date (elections shall not take effect for twelve (12) months after the date on which the election is made).
With the exception of Grandfathered Benefits, no alternative election made pursuant to this Section 4.4 may result in an impermissible acceleration of payment, including accelerations of payment as defined under Code section 409A.
4.5 Cash Out of Lump Sums . Notwithstanding the Benefit Distribution Form indicated in Appendix A, or any election pursuant to Section 4.4 above by a Participant to the contrary, and subject to Section 4.6 below, if the Present Value of a Participants benefit is $15,500 or less at the time the Participant Separates from Service, the benefit shall be distributed to the Participant in a lump sum payment as soon as administratively possible after Separation from Service, but in no event later than 90 days.
4.6 Distributions to Key Employees . Notwithstanding any other provision of this Plan to the contrary, in the event a Participant is a Key Employee as of the date of his or her Separation from Service, distributions to such Participant shall not be paid earlier than six months after the date on which such Key Employee Separates from Service. However, this Section 4.6 shall not apply in the case of benefits that were earned and vested prior to January 1, 2005. Interest shall not accrue on such undistributed amounts during the period of delay. Unless specified otherwise, the first payment of an annuity Benefit Distribution Form shall include aggregated payments in arrears for the previous six months.
This Section 4.6 shall not apply to Grandfathered Benefits.
4.7 Effect of Early Taxation . If a Participants benefits under the Plan are includable in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.
4.8 Permitted Delays . Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Committees reasonable anticipation of one or more of the following events:
(a) The Corporations deduction with respect to such payment would be eliminated by application of Code section 162(m); or
(b) The making of the payment would violate Federal securities laws or other applicable law;
provided, that any payment delayed pursuant to this Section 4.8, other than a Grandfathered Benefit, shall be paid in accordance with Code section 409A.
ARTICLE V
ADMINISTRATION
5.1 General Administration . The Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide
or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committees prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Corporation with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including employees of the Corporation, such administrative duties as it sees fit. The Committee delegated the review of claims and appeals for benefits under this Plan to the Benefit Appeals Committee of the Corporations Benefits Committee, effective September 15, 2004 (the Appeals Committee). Effective November 5, 2007, the Committee delegates to the Senior Vice President of Human Resources responsibility for operating and administering the Plan.
5.2 Claims for Benefits .
(a) Filing a Claim . A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Appeals Committee or its delegate at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.
(b) Denial of Claim . In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Appeals Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.
(c) Reasons for Denial . A denial or partial denial of a claim will be dated and signed by the Appeals Committee and will clearly set forth:
(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent Plan provisions on which the denial is based;
(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimants right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
(d) Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Appeals Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Appeals Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimants authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
(e) Decision Upon Review . The Appeals Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:
(i) the specific reason or reasons for the adverse determination;
(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits; and
(iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimants right to obtain the information about such procedures, as well as a statement of the claimants right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Appeals Committees receipt of the request for review, except that such period may be extended for an additional 60 days if the Appeals Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
(f) Finality of Determinations; Exhaustion of Remedies; Limitations Period . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimants denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Appeals Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
5.3 Indemnification . To the extent not covered by insurance, the Corporation shall indemnify the Appeals Committee, each employee, officer, director, and agent of the Corporation, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Corporation shall not indemnify any person for liabilities or expenses due to that persons own gross negligence or willful misconduct.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment or Termination . The Corporation reserves the right to amend or terminate the Plan when, in the sole discretion of the Corporation, such amendment or termination is advisable, pursuant to a resolution or other action taken by the Committee. The Plan may also be amended pursuant to a written instrument executed by the Corporations senior most human resources officer to the extent such amendment is required under applicable law or is required to avoid having amounts deferred under the Plan included in the income of Participants or beneficiaries for federal income tax purposes prior to distribution.
6.2 Effect of Amendment or Termination . Except as provided in the next sentences, no amendment or termination of the Plan shall adversely affect the rights of any Participant or beneficiary receiving benefits under the Plan as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and beneficiaries in the manner and at the time described in Article IV, unless the Corporation determines in its sole discretion that all such amounts (other than Grandfathered Benefits) shall be distributed immediately upon termination and such distributions are permissible under Code section 409A. Upon termination of the Plan, no further accruals shall occur with respect to any of the benefits described in Appendix A.
In the event of a Change of Control, no amendment or termination of this Plan shall adversely affect the right of any Participant to the benefits accrued by the Participant or to payment of such benefits under the terms of this Plan as in effect immediately prior to such Change of Control.
ARTICLE VII
GENERAL PROVISIONS
7.1 Source of Payments; Rights Unsecured . The amount of any benefit payable under the Plan with respect to any Participant shall be paid from the general assets of the Employer that last employed that Participant. The right of a Participant or his beneficiary to receive a distribution hereunder shall be an unsecured (but legally enforceable) claim against the general assets of an Employer, and neither the Participant nor his beneficiary shall have any rights in or against any assets of an Employer. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by an Employer for the purpose of meeting its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Employer and shall be available to its general creditors in the event of the Employers bankruptcy or insolvency. An Employers obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.
7.2 No Guarantee of Benefits . Nothing contained in the Plan shall constitute a guarantee by an Employer or any other person or entity that the assets of an Employer will be sufficient to pay any benefits hereunder.
7.3 No Enlargement of Rights . No Participant or beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to an Employer.
7.4 Spendthrift Provision . No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.
7.5 Applicable Law . To the extent not preempted by federal law, the Plan shall be governed by the laws of the State of Indiana.
7.6 Incapacity of Recipient . If any person entitled to a distribution under the Plan is deemed by the Committee to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Employers and the Plan with respect to the payment.
7.7 Taxes . The Corporation or other payor may withhold from a benefit payment under the Plan or a Participants wages, or the Corporation may reduce a Participants accrued benefit under the Plan, in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Corporation or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
7.8 Corporate Successors . The Plan and the obligations of an Employer under the Plan shall become the responsibility of any successor to the Employer by reason of a transfer or sale of substantially all of the assets of the Employer or by the merger or consolidation of the Employer into or with any other corporation or other entity.
7.9 Unclaimed Benefits . Each Participant shall keep the Committee informed of his current address and the current address of his designated beneficiary. The Committee shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Committee.
7.10 Severability . In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
7.11 Words and Headings . Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
IN WITNESS WHEREOF, the President and Chief Executive Office of the Corporation has executed this amendment and restatement of the Plan as of this day of December, 2007.
LINCOLN NATIONAL CORPORATION | ||
|
||
By: | Dennis R. Glass | |
Its: | President and Chief Executive Officer |
APPENDIX A
O&E SERPs Lincoln National Corporation
Name |
Sex |
Date of Birth |
Benefit
|
Periodic Benefit ($/month) |
Benefit
Form |
|||||||
1 | Abbott, J. | F | 10/09/1951 | In Pay Status | 403.67 | Joint & 50% | ||||||
Abbott, J. (C) 1 | M | 05/25/1949 | ||||||||||
2 | Acheson, J. | M | 04/12/1922 | In Pay Status | 1063.82 | Joint & 50% | ||||||
Acheson, J. (C) | F | 08/15/1923 | ||||||||||
3 | Altic, Pamela M. | F | 06/03/1954 | 345.22 | Life Only after age 55 | |||||||
Altic, Pamela M. | F | 06/03/1954 | In Pay Status | 944.67 | Temp Life to age 55 | |||||||
4 | Baker, Roland | M | 08/12/1938 | In Pay Status | 1530.29 | Joint & 50% | ||||||
Baker, Roland (C) | F | 10/21/1940 | ||||||||||
5 | Bogardus, W. | M | 11/05/1942 | In Pay Status | 1871.72 | Joint & 50% | ||||||
Bogardus, W. (C) | F | 03/07/1952 | ||||||||||
6 | Bojrab, Imen | M | 08/28/1953 | 457.36 | Life Only after 55 | |||||||
Bojrab, Imen | M | 08/28/1953 | In Pay Status | 1289.90 | Temp Life to age 55 | |||||||
7 | Brazys, Mary Elizabeth | F | 11/18/1952 | 313.25 | Life Only after 55 | |||||||
8 | Butler, J. | M | 03/16/1947 | In Pay Status | 185.25 | Joint & 66 2 / 3 % | ||||||
Butler, J. (C) | F | 11/04/1947 | ||||||||||
9 | Camp, Sheryn | F | 10/16/1951 | In Pay Status | 235.86 | Life Only after age 55 | ||||||
10 | Campbell, Robert W. | M | 01/18/1944 | In Pay Status | 367.30 | Joint & 50% | ||||||
Campbell, Robert W. (C) | F | 10/18/1944 | ||||||||||
11 | Cook, Rodgers H. | M | 11/20/1919 | In Pay Status | 218.70 | 120 months certain and life | ||||||
Cook, Rodgers H. | M | 11/20/1919 | In Pay Status | 1856.29 | 60 months certain and life | |||||||
12 | Cooper, Charlene | F | 04/21/1953 | 128.38 | Life Only after 55 | |||||||
Cooper, Charlene | F | 04/21/1953 | In Pay Status | 365.26 | Temp Life to age 55 | |||||||
13 | Davenport, T. | M | 01/31/1929 | In Pay Status | 1466.05 | Life Only |
1 |
(C) refers to Contingent Annuitant. |
Name |
Sex |
Date of Birth |
Benefit
|
Periodic Benefit ($/month) |
Benefit
Form |
|||||||
14 | Davies, Richard | M | 10/11/1924 | In Pay Status | 500.17 | 240 months certain and life | ||||||
15 | Ehlers, Edwin | M | 03/10/1923 | In Pay Status | 835.15 | 240 months certain and life | ||||||
16 | Ellsworth, David | M | 07/25/1941 | In Pay Status | 1745.28 | Joint and 2 / 3 % | ||||||
Ellsworth, David (C) 2 | F | 11/29/1949 | ||||||||||
17 | Fenker, Dan | M | 10/19/1935 | In Pay Status | 329.04 | Joint & 50% | ||||||
Fenker, Dan (C) | F | 06/07/1939 | ||||||||||
18 | Giller, Gary | M | 11/04/1941 | In Pay Status | 9664.22 | Joint & 50% | ||||||
Giller, Gary (C) | F | 01/03/1941 | ||||||||||
19 | Glass, J. | M | 11/11/1935 | In Pay Status | 1052.66 | Life Only | ||||||
20 | Gongwer, Robert | M | 11/18/1952 | In Pay Status | 455.60 | Life only after age 55 | ||||||
21 | Hamblin, R. | M | 04/22/1932 | In Pay Status | 975.95 | Life Only | ||||||
Hamblin, R. | M | 04/22/1932 | In Pay Status | 225.47 | Life Only | |||||||
22 | Haupert, Lawrence | M | 10/14/1942 | In Pay Status | 102.74 | Life Only | ||||||
23 | Hellmuth, Charles | M |
12/18/1926 *DOD 02/03/2003 |
Deceased | 8791.16 | Joint & 100% | ||||||
Hellmuth, Charles (C) | F | 03/23/28 | In Pay Status 03/01/2003 | |||||||||
24 | Horein, James | M | 06/20/1937 | In Pay Status | 1688.72 | Joint & 50% | ||||||
Horein, James | 06/20/1937 | In Pay Status | 201.33 | 120 months certain and life | ||||||||
Horein, James (C) | F | 04/17/1936 | ||||||||||
25 | Huntley-James, L. | F | 06/02/1932 | In Pay Status | 504.73 | 120 Months Certain and Joint & 2 / 3 % | ||||||
Huntley-James, L. (C) | M | 02/18/1934 | ||||||||||
26 | Kennedy, P. | M | 09/15/1934 | In Pay Status | 980.64 | Life Only | ||||||
27 | Kindig, Linda | F | 04/02/1953 | 245.73 | Life Only after 55 | |||||||
Kindig, Linda | F | 04/02/1953 | In Pay Status | 727.78 | Temp Life to age 55 | |||||||
28 | Kindler, John | M | 10/27/1939 | In Pay Status | 5879.34 | Joint & 50% | ||||||
Kindler, John (C) 3 | F | 04/04/1941 | ||||||||||
29 | Kumpf, William | M | 7/26/1925 | In Pay Status | 678.32 | Life Only | ||||||
30 |
Lacey, Janice 4 Haley, Richard |
M | 03/12/1952 | In Pay Status | 11,890.44 5 | Temp Life for 17 payments |
2 |
(C) refers to Contingent Annuitant. |
3 |
(C) refers to Contingent Annuitant. |
Name |
Sex |
Date of Birth |
Benefit
|
Periodic Benefit ($/month) |
Benefit
Form |
|||||||
31 | Lawson, W. | M | 06/25/1939 | In Pay Status | 3006.52 | Joint & 2 / 3 | ||||||
Lawson, W. | M | 06/25/1939 | In Pay Status | 608.00 | 120 Months Certain and life | |||||||
Lawson, W. (C) | F | 05/08/1939 | ||||||||||
32 | Leahy, R. | M | 06/11/1929 | In Pay Status | 503.38 | Joint & 50% 120 months certain | ||||||
Leahy, R. (C) | F | 03/22/1934 | ||||||||||
33 | Lewis, Stephen | M | 10/22/1943 | In Pay Status | 2939.32 | Joint & 2 / 3 | ||||||
Lewis, Stephen. (C) | F | 04/30/1944 | ||||||||||
34 | Lieske, H. | M | 03/10/1940 | In Pay Status | 105.78 | Life Only | ||||||
35 | McAvity, T. (TV) | M | 03/04/1942 | In Pay Status | 615.03 | Life Only | ||||||
36 | Meyer, D. | M | 12/06/1931 | In Pay Status | 500.00 | Joint & 2 / 3 | ||||||
Meyer, D. (C) | F | 12/15/1935 | ||||||||||
37 | Moore, J. | M | 09/27/1931 | In Pay Status | 657.30 | Life Only | ||||||
Moore, J. | M | 09/27/1931 | In Pay Status | 17.81 | Life Only | |||||||
38 | Morgan, James | M | 05/08/1939 | In Pay Status | 1055.19 | Joint & 50% | ||||||
Morgan, James (C) | F | 11/07/1941 | ||||||||||
39 | Naefe, D. (TV) | M | 09/12/1942 | In Pay Status | 647.40 | Life Only | ||||||
40 | Nine, E. | M | 07/31/1937 | In Pay Status | 878.56 | Joint & 50% | ||||||
Nine, E.(C) | F | 02/23/1943 | ||||||||||
41 | OConnor, Brian | M | 09/19/1943 | In Pay Status | 5332.22 | Life Only | ||||||
42 | Oglesby, Rachel | F | 01/30/52 | 120.61 | Life Only after 55 | |||||||
43 | Oliver, Joyce | F | 10/12/1953 | 265.74 | Life Only after age 55 | |||||||
Oliver, Joyce | F | 10/12/1953 | In Pay Status | 713.52 | Temp Life to age 55 | |||||||
44 | Patel, Asha | F | 04/24/53 | In Pay Status | 127.98 | Temp Life to age 55 | ||||||
45 | Pett-Lindstrom, Bonnie J. | F | 09/22/1950 |
In Pay Status 10/01/2007 |
98.78 | Life Only | ||||||
46 | Portis, Patricia | F | 10/11/1953 | 122.68 | Life Only after age 55 | |||||||
Portis, Patricia | F | 10/11/1953 | In Pay Status | 345.64 | Temp Life to age 55 | |||||||
47 | Ranch, L. | M |
02/02/1937 06/29/2003 Date of Death |
Deceased | [ ] | 120 months certain and J&S 50% | ||||||
Ranch, L. (C) 6 | F | 04/05/1938 | In Pay Status 07/01/2003 | 74.28 |
4 |
This is an annual benefit, not a monthly payment. |
5 |
This is an annual benefit amount, not a monthly payment. |
6 |
(C) refers to Contingent Annuitant. |
Name |
Sex |
Date of Birth |
Benefit
|
Periodic Benefit ($/month) |
Benefit
Form |
|||||||
48 | Richardville, Michael | M | 02/15/1954 | 618.89 | Life Only after age 55 | |||||||
Richardville, Michael | M | 02/15/1954 | In Pay Status | 1729.88 | Temp Life to age 55 | |||||||
49 | Roesner, Lois | F | 09/29/1926 | In Pay Status | 200.00 | Life Only | ||||||
50 | Sanders, Bill | M | 09/01/1939 | In Pay Status | 486.71 | Life Only | ||||||
51 | Schlatter, Nancy L. | F | 03/30/1952 | 57.93 | Life Only after age 55 | |||||||
52 | Seitz, Stephanie | F | 10/24/1952 | In Pay Status | 42.12 | Life Only after age 55 | ||||||
53 | Siebert, Phil | M | 10/07/1916 | In Pay Status | 200.00 | Joint & 100% | ||||||
Siebert, Phil (C) | F | 04/01/1921 | ||||||||||
54 | Siletto, D. | M | 03/22/1931 | In Pay Status | 2532.03 | Life Only | ||||||
55 | Smith, C. | M | 08/07/1930 | In Pay Status | 568.92 | Joint & 50% | ||||||
Smith, C. (C) | F | 07/04/1930 | ||||||||||
56 | Smith, G. Scott | M | 04/17/1942 | In Pay Status | 725.49 | Joint & 50% | ||||||
Smith, G. Scott (C) | F | 09/03/1942 | ||||||||||
57 | Steele, H. | M | 04/02/1930 | In Pay Status | 1131.89 | Life Only | ||||||
Steele, H. | M | 04/02/1930 | In Pay Status | 72.00 | 120 months certain and life | |||||||
58 | Steinhaus, O. (1) | M | 02/02/1935 | In Pay Status | 6702.37 | Joint & 50% | ||||||
Steinhaus, O. (2) | M | 02/02/1935 | In Pay Status | 24.37 | 120 months certain | |||||||
Steinhaus, O. (C) | F | 05/07/1936 | ||||||||||
59 | Stevenson, Keith | M | 09/24/1934 | In Pay Status | 253.91 | Joint & 50% | ||||||
Stevenson, Keith (C) 7 | F | 06/18/1946 | ||||||||||
60 | Sutton, Larry | M | 11/06/1951 | In Pay Status | 463.94 | Life Only after age 55 | ||||||
61 | Tellman, R. | M | 11/26/1935 | In Pay Status | 1435.13 | Joint & 50% | ||||||
Tellman, R. (C) | F | 09/21/1943 | ||||||||||
62 | Thomas, Sheila | F | 08/30/1951 | In Pay Status | 451.56 | Life Only after age 55 | ||||||
63 | Tunis, Jim | M | 11/26/1941 | In Pay Status | 894.85 | Joint & 100% | ||||||
Tunis, Jim | F | 11/07/1948 | ||||||||||
64 | Walker, Michael | M | 11/29/1947 | In Pay Status | 187.73 | Joint & 100% | ||||||
Walker Michael (C) | F | 08/30/1950 |
7 |
(C) refers to Contingent Annuitant. |
8 |
9/1/95 benefit fixed at $3889.40, balance variable. Effective 6/1/08 fixed payment increased to $4311.40 as benefit was not reduced on 9/1/02, balance variable. |
Benefit Determination Date and Commencement Date after December 31, 2007
Name |
Sex |
Date of Birth |
Benefit Determination Date |
Periodic Benefit ($/month) |
Benefit Distribution Form* |
|||||||
70 | Boscia, Jon | M | 04/15/1952 |
Separation from Service (08/31/2007) |
28,585.33 | 100% Joint and Survivorship with 10 years certain | ||||||
Boscia, Jon (C) 9 | F | 09/19/1952 | ||||||||||
71 | Bryce, George | M | 01/20/1946 | The first day of the month following the month of Separation from Service. |
852.44 (based on estimated Benefit Determination Date of 02/01/2011) |
Single Life Annuity only | ||||||
72 | Farkas, Fred | M | 07/11/1946 | May commence at any time up to age 65 |
769.55 10 (based on estimated Benefit Determination Date of 01/01/2005) |
Single Life Annuity only | ||||||
Farkas, Fred (TV) update annually | M | 07/11/1946 | No longer payable unless he commences prior to 7/1/2008 |
179.88 11 (based on estimated Benefit Determination Date of 01/01/2005) |
Social Security Supplement (same form as above) | |||||||
73 | Shaheen, G. | F | 12/17/1953 | May commence at any time up to Age 65 but no sooner than Age 55 (actuarially reduced for early commencement) |
935.45 (based on estimated Benefit Determination Date of 01/01/2019) |
Single Life Annuity only |
* | No pre-retirement death benefit or spousal annuity provided unless specifically indicated otherwise. |
9 |
(C) refers to Contingent Annuitant. |
10 |
Mr. Farkas was promised that no early retirement reduction factors would be applied to his benefit; the benefit under this Plan will therefore decrease as Mr. Farkas ages, and at attainment of age 65 will equal zero. |
11 |
Mr. Farkas was promised a social security supplement under the applicable Qualified Plan if he retired and went into pay status before attainment of age 62. |
O&E SERPS CIGNA
No Benefit Accrual After December 31, 2007 for CIGNA SERPS
Name |
Sex |
Date of Birth |
Date of Separation from Service |
Benefit
|
Periodic Benefit ($/month) |
Benefit Distribution Form |
||||||||
76 | Amoroso, Lawrence | M | 7711.40 | |||||||||||
77 | Batza, John | M | 06/13/1945 | 06/30/2000 (T) | 6/30/2000 | 246.82 | Joint and 50% Survivor | |||||||
Batza, John (C) 1 2 | F | |||||||||||||
78 | Brown, Douglas | M | 04/22/1946 | 12/31/2006 (T) | 02/01/2008 | |||||||||
79 | Neustadt, Tim | M | 08/16/1945 | 08/31/2000 (T) |
09/01/2000 (rehire 2/10/03) |
1272.00; 228.2 13 |
Life Only | |||||||
80 | Smith, Larry | M | 10/03/1949 | 12/31/2004 (T) | ||||||||||
81 | Utley, Sue Ann | F | 02/01/1945 | 03/31/2000 (T) | 04/01/2000 |
245.81 @ 4/1/00 259.19@ 8/1/07 201.83@ 3/1/10 |
Life Only | |||||||
82 | Anderson, Lorraine | F | 09/30/1945 | 09/30/2000 (T) | 10/01/2000 | 672.63 | Life Only | |||||||
83 | Browlie, III, Smith | M | 08/15/1958 | 09/30/1998 (T) | ||||||||||
84 | Cahoon, Joseph | M | 03/29/1943 | 06/10/2005 (T) | ||||||||||
85 | Cardinal Anthony | M | 06/23/1949 | 11/03/2006 (T) | ||||||||||
86 | Cullen, Jeffrey | M | 04/15/1951 | 07/09/1999 (T) | 05/01/2006 |
137.00 S I 85.19 S II |
Life Only Life Only |
|||||||
87 | Fitzgerald, Dennis | M | 09/06/1941 | 12/31/2006 (T) | 02/01/2008 | |||||||||
88 | Friel, Jack | M | 01/09/1951 | 12/31/2006 (T) | 02/01/2008 | |||||||||
89 | Hemmer, John | M | 03/20/1947 | 11/21/2005 (T) | ||||||||||
90 | Jacobson Harvey | M | 06/08/1950 | 09/14/2000 (T) | ||||||||||
91 | Karlan, Kenneth | M | 02/15/1941 | 12/31/1999 (T) | 01/01/2004 | 485.58 | Joint & 50% | |||||||
92 | MacDonald, John | M | 06/04/1954 | 01/22/2002 (T) | ||||||||||
93 | MacKenzie, Joann | F | 11/15/1951 | 12/31/2006 (T) | 02/01/2008 |
12 |
(C) refers to Contingent Annuitant. |
13 |
This payment ends when Mr. Neustadt attains age 62. |
No Benefit Accrual After December 31, 2007 for CIGNA SERPS | ||||||||||||||
Name |
Sex |
Date of Birth |
Date of Separation from Service |
Benefit
|
Periodic Benefit ($/month) |
Benefit Distribution Form |
||||||||
94 | Mckenna, William | M | 07/06/1956 | 01/01/2006 (T) | 03/01/2007 | |||||||||
95 | McNulty, Brian | M | 03/22/1956 | 01/02/2006 (T) | ||||||||||
96 | Montgomery, Scott | M | 06/21/1961 | 07/19/2002 (T) | ||||||||||
97 | Peters, Jon | M | 04/10/1951 | 09/30/1998 (T) | ||||||||||
98 | Ranftle, Gary | M | 03/05/1960 | 09/20/2004 (T) | ||||||||||
99 | Roeser, Kathleen | F | 09/17/1964 | 02/26/2007 (T) | 04/01/2008 | |||||||||
100 | Sallee, Kitten | F | 09/10/1946 | 05/30/2003 (T) | 06/01/2003 |
27.18; 25.28; 31.05- SI 1 4 182.32 - SII |
Joint & 50% Joint & 50% |
|||||||
101 | Sathe, Robert | M | 10/01/1946 | 07/06/2000 (T) | 02/01/2002 |
271.17; 84.71 SI 15 634.15; 158.01 SII |
Joint & 50% Joint & 50% |
|||||||
102 | Schilling, Bruce | M | 05/27/1960 | 12/31/1999 (T) | ||||||||||
103 | Scott, Jeffrey | M | 10/27/1946 | 12/29/2004 (T) | 01/01/2004 |
3990.54 SI 849.93 SII |
Joint & 100% Joint & 100% |
|||||||
104 | Sirpis, Andrew | M | 05/30/1944 | 05/31/2006 (T) | 07/01/2008 | Will be paid out before 12/31/2007 | ||||||||
105 | Stanger, James | M | 10/27/1951 | 12/01/2006 (T) | 03/01/2008 |
LS SI Joint & 50% - SII |
||||||||
106 | Williams, Michael | M | 02/11/1958 | 10/31/2000 (T) | ||||||||||
No Benefit Accrual After December 31, 2007 for CIGNA SERPS
|
||||||||||||||
Name |
Sex |
Date of Birth |
Hire Date C CIGNA L - Lincoln |
Benefit
|
Periodic Benefit ($/month) |
Benefit Distribution Form |
||||||||
107 | Concepcion, Jeffrey | M | 09/09/1965 |
01/12/1987 C 01/01/1998 L |
21.26 SI 561.32 SII |
Life Annuity Life Annuity |
14 |
The $25.28 and $31.05 monthly payments are temporary and will cease on 10/01/2008. |
15 |
The $84.71 and $271.77 monthly payments are temporary and will cease on 10/01/2008. |
No Benefit Accrual After December 31, 2007 for CIGNA SERPS
|
||||||||||||||
Name |
Sex |
Date of Birth |
Hire Date C CIGNA L - Lincoln |
Benefit
Date |
Periodic Benefit ($/month) |
Benefit Distribution Form |
||||||||
108 | Densel, Christine | F | 02/08/1948 |
03/10/1986 C 01/01/1998 L |
404.25 SI 276.51 SII |
Life Annuity Life Annuity |
||||||||
109 | Drayer, Madelyn | F | 10/17/1952 |
07/10/1978 C 01/01/1998 L |
219.26 SI | Life Annuity | ||||||||
110 | Flynn, Joseph | M | 09/09/1947 |
04/02/1979 C 01/01/1998 L |
58.08 SI 19.47 SII |
Life Annuity Life Annuity |
||||||||
111 | Gasparotto, James | M | 09/06/1954 |
07/17/1984 C 01/01/1998 L |
182.39 SI | Life Annuity | ||||||||
112 | Jones, Russell | M | 10/27/1955 |
12/15/1979 C 01/01/1998 L |
750.33 SI | Life Annuity | ||||||||
113 | Katz, Arthur | M | 07/20/1962 |
04/26/1988 C 01/01/1998 L |
16.38- SI | Life Annuity | ||||||||
114 | Preston, Donald | M | 10/18/1950 |
06/01/1972 C 01/01/1998 L |
106.38 - SI | Life Annuity | ||||||||
115 | Rojeck, Richard | M | 08/05/1952 |
09/01/1980 C 01/01/1998 L |
492.14 - SI | Life Annuity | ||||||||
116 | Standke, Van | M | 05/08/1945 |
11/27/1972 C 01/01/1998 L |
1294.06 - SI | Life Annuity | ||||||||
117 | Barrett, James | M | 11/20/1943 |
11/27/1972 C 01/01/1998 L |
2.14 SI 709.23 SII |
Life Annuity Life Annuity |
||||||||
118 | Burnaford, Donald | M | 03/22/1950 |
03/12/1973 C 01/01/1998 L |
21.26 SI 516.32 SII |
Life Annuity Life Annuity |
||||||||
119 | Coe, Kenneth | M | 07/07/1949 |
06/03/1985 C 01/01/1998 L |
3.94 SI 187.76 SII |
Life Annuity Life Annuity |
||||||||
120 | DeWald, Jeffrey | M | 10/20/1954 |
05/11/1981 C 01/01/1998 L |
63.90 SI | Life Annuity | ||||||||
121 | Gruber, John | M | 12/31/1949 |
10/01/1975 C 01/01/1998 L |
709.84 SI 448.19 SII |
Life Annuity Life Annuity |
||||||||
122 | Lograsso, Michael | M | 02/09/1951 |
06/21/1976 C 01/01/1998 L |
27.28 SI 541.65 SII |
Life Annuity Life Annuity |
||||||||
123 | Page, Richard | M | 08/17/1950 |
04/01/1978 C 01/01/1998 L |
40.76 SI 535.52 SII |
Life Annuity Life Annuity |
||||||||
124 | Praznik, John | M | 02/16/1948 |
10/24/1977 C 01/01/1998 - L |
105.23 SI 1036.11 SII |
Life Annuity Life Annuity |
||||||||
125 | Prisciotta, Daniel | M | 07/28/1963 |
08/31/1987 C 01/01/1998 - L |
148.42 | Life Annuity | ||||||||
126 | Rollauer, Robert | M | 03/29/1946 |
01/02/1979 C 01/01/1998 L |
433.81 SI 4624.44 SII |
Life Annuity Life Annuity |
||||||||
127 | Schulman, Mark | M | 06/01/1950 |
08/09/1992 C 01/01/1998 L |
35.92 SI 773.31 SII |
Life Annuity Life Annuity |
SI CIGNA SERP I Benefit
SII = CIGNA SERP II Benefit
Exhibit 10.13
SALARY CONTINUATION PLAN FOR EXECUTIVES OF
LINCOLN NATIONAL CORPORATION AND AFFILIATES
Amendment & Restatement Effective November 5, 2007
(except as otherwise indicated)
Section 1. History and Effective Date . The following provisions constitute an amendment and restatement of the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates (the Plan) effective November 5, 2007, except as otherwise indicated, the termination of the Plan effective December 31, 2007. The Plan was frozen to new Participants as of December 31, 2004.
Except where the context clearly indicates to the contrary, the following terms have the meanings specified below:
Beneficiary means the beneficiary or beneficiaries designated by the Executive in accordance with procedures established by the Corporation. Payments under this Plan to the last designated beneficiary or his estate shall relieve the Corporation from all responsibility to any designated beneficiary.
Cause means: (i) the conviction of a felony, or other fraudulent or willful misconduct materially and demonstrably injurious to the business or reputation of the Corporation by the Executive, or (ii) the willful and continued failure of the Executive to substantially perform his or her duties for the Corporation (other than such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by his or her manager or an officer of the Corporation, or, in the case where the Executive is the Chief Executive Officer of the Corporation, by the Plan Administrator. Such notice shall specifically identify the manner in which the Executive has not substantially performed his or her duties. No act or omission to act, on the part of the Executive shall be considered willful unless such act or omission is the result of the Executives bad faith or acting without reasonable belief that his or her action or omission was in the best interests of the Corporation.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Employer means Lincoln National Corporation and any Affiliate who has adopted this Plan as a participating Employer.
Grandfathered Benefit means, with respect to terminated vested participants as of December 31, 2004, or active Participants who have not accrued a benefit under this Plan since December 31, 2004, the benefit amounts earned and vested under this Plan as of December 31, 2004 within the meaning of Code section 409A and the official guidance thereunder. Except as specified herein, Grandfathered Benefits are subject to the distribution rules in effect under this Plan as of December 31, 2004.
Key Employee means an Executive treated as a specified employee as of his Separation from Service under Code section 409A(a)(2)(B)(i) of the Corporation or its Affliates,
1
i.e. , a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of a corporation any stock in which is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using December 31 st as the determination date. A listing of Key Employees as of a determination date shall be effective for the 12-month period beginning on the April 1 st following the identification date.
Separation from Service or Separate from Service means a separation from service within the meaning of Code section 409A.
Termination Date is defined under the Lincoln National Corporation Employees Retirement Plan.
Vesting Years of Service is defined under the Lincoln National Corporation Employees Retirement Plan.
In addition, the following rules of construction shall apply:
(a) | The pronouns he and his include the other gender. |
(b) | The terms herein, hereof, and hereunder refer to the Plan in its entirety. |
(c) | This Plan may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
(d) | The headings in this Plan are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof. |
Section 2. Purpose . The Plan was established to provide enhanced retirement benefits to certain employees of Lincoln National Corporation (the Corporation) and its affiliates. The Plan is intended (1) to comply with Internal Revenue Code section 409A and official guidance issued thereunder, and (2) to be a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
Section 3. Employees Eligible to Participate . Individuals from a select group of highly- compensated employees shall be eligible to participate in the Plan as determined by the Chief Executive Officer of the Corporation. Such an eligible employee who participates in the Plan is hereinafter called an Executive. No new individuals shall become participants in the Plan after December 31, 2004.
Section 4. Effective Date of Executives Participation . Each Executives participation in the Plan shall become effective on the date specified in the joinder agreement signed by the Executive and agreed to by the Corporation.
Section 5. Amount of Salary Continuation Benefit . Subject to Sections 5(c) and 5(d) below, the amount of an Executives monthly benefit under the Plan shall be calculated as follows:
Monthly Benefit = 2% x Final Monthly Salary x Years of Participation
(a) | Definition of Final Monthly Salary . Except as provided below, an Executives Final Monthly Salary shall be the monthly rate of base salary that is being paid to the Executive at the time they experience a Separation from Service, unless the Executive retires after age sixty-five (65) years, in which case, the Final Monthly Salary shall be the monthly rate of base salary that was being paid at the time the Executive attained age sixty-five (65) years of age. |
Limitation . The amount of Final Monthly Salary shall be capped at $16,667.00. Notwithstanding the foregoing, for Executives employed by the Corporation on December 31, 1991, the maximum Final Monthly Salary used to calculate the monthly benefit for such an Executive shall be the greater of $16,667.00 and the monthly base salary in effect for such an Executive on December 31, 1991.
In addition, for Executives Jon Boscia, Barbara Kowalczyk, Dennis Schoff, and Richard Vaughan only, effective January 1, 2005, the limitation capping Final Monthly Salary shall not apply and the definition of Final Monthly Salary used to calculate the Executives Monthly Benefit shall be as follows: Final Monthly Salary shall equal the sum of: (i) 1/12 th of 100% of base annual salary (in effect at Separation from Service), and (ii) 1/12 th of 100% of the Annual Incentive Bonus paid under the Lincoln National Corporation Incentive Compensation Plan, as amended and restated from time to time (also known as the AIP or Annual Bonus). The amount of Annual Incentive Bonus used in the calculation of Final Monthly Salary for the four named Executives above shall be the average of the best three consecutive Annual Incentive Bonuses during the sixty (60) consecutive months immediately preceding the Executives Separation from Service.
(b) |
Definition of Years of Participation . A Year of Participation shall equal the twelve (12) month period beginning with the Executives effective date of participation in the Plan, as described in Section 4, and ending with the day preceding the first anniversary of such effective date. In addition, each succeeding twelve (12) month period of service shall be counted as a Year of Participation in the Plan, except that no additional Years of Participation shall accrue under the Plan after the earlier of: (i) December 31, 2007, (ii) the date that the Chief Executive Officer of the Corporation (or his delegate) determines that the Executive is no longer eligible to participate in the Plan; or (iii) that date that the Executive terminates employment; provided, however, that for an Executive whose Separation from Service is on or before December 31, 2007 (1) months of participation for such an Executive participating in the Plan at Separation from Service shall include months (up to a maximum of twenty-four (24)) during which such Executive is receiving severance pay pursuant to the Lincoln National Corporation Severance Pay Plan, or (2) an Executive who does not have five full years of participation in the Plan and who retires (Separates from Service after attaining age 65) while |
participating will be granted a full Year of Participation for any final partial year. In no event can an Executive receive additional Participation Service under both (b)(1) and (b)(2) above. |
(c) | Maximum Monthly Benefit . The monthly benefit calculated under this Section 5 shall be capped at 10% of the Executives Final Monthly Salary. Notwithstanding the foregoing, effective January 1, 2005, for Jon Boscia only , the cap on the amount of the monthly benefit payable shall be as follows: |
Year Boscia Terminates Employment |
Percentage of Final
|
||
2005 | 11.4 | % | |
2006 | 12.8 | % | |
2007 | 14.2 | % | |
2008 | 15.6 | % | |
2009 or later | 17.0 | % |
(d) | Converted SCP Opening Balances . Effective December 31, 2007, the benefit of each actively employed Executive participating in the Plan as of 11:59 p.m. on that date, earned through December 31, 2007, shall be converted to a present value lump sum calculated pursuant to the applicable provisions of the Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan (the DC SERP), and contributed to the DC SERP. |
Section 6.
Salary Continuation Benefits upon Retirement at
or after Age Sixty-Five (65) Years
.
Upon retirement at or after age sixty-five (65) years, the Corporation (or the Affiliate for which the Executive last performed services) shall pay salary continuation benefits to the Executive
in the amount calculated pursuant to Section 5. Benefits shall commence on the first day of the first calendar month following the date of the Executives Separation from Service, and on the first day of each calendar month thereafter so
Section 7. Salary Continuation Benefits upon Retirement prior to Age Sixty-Five (65) Years . Upon retirement at or after age fifty-five (55) years but before age sixty-five (65) years, the Corporation (or the Affiliate for which the Executive last performed services) shall pay salary continuation benefits to the Executive. The amount of such benefit shall be the amount calculated pursuant to Section 5, actuarially reduced in accordance with the following table and with such linear interpolations as shall, in the sole discretion of the Corporation, be necessary to take into account the exact age (including fractions) of the Executive at the date benefits commence:
Executives Age on
|
Applicable Factor If
Executive Has At Least 25 Vesting Years of Service Under the Corporations Employees Retirement Plan |
Applicable Factor If
Executive Has 20 to 25 Vesting Years of Service Under the Corporations Employees Retirement Plan |
Applicable Factor If
Executive Has Less Than 20 Vesting Years of Service Under the Corporations Employees Retirement Plan |
|||
65 | 1.00 | 1.00 | 1.00 | |||
64 | 1.00 | .92 | .91 | |||
63 | 1.00 | .85 | .83 | |||
62 | 1.00 | .79 | .75 | |||
61 | .95 | .74 | .67 | |||
60 | .90 | .70 | .60 | |||
59 | .85 | .66 | .55 | |||
58 | .80 | .62 | .50 | |||
57 | .75 | .58 | .45 | |||
56 | .69 | .54 | .40 | |||
55 | .63 | .50 | .35 |
Notwithstanding the foregoing, an Executive who Separates from Service as the result of an involuntarily termination as described in Section 14 will be subject to the higher of the factors determined under the column above entitled Applicable Factor if Executive has less than twenty (20) Vesting Years of Service under the Corporations Employees Retirement Plan, or the applicable factors based on the Executives actual age and Years of Vesting Service on his or her benefit commencement date following the Separation from Service.
Benefits paid under this Section 7 shall commence on the first day of the first calendar month following the date of the Executives Separation from Service, and on the first day of each calendar month thereafter so long as the Executive shall live. Notwithstanding the foregoing, with respect to Grandfathered Benefits, a Participant may elect to defer the receipt of his or her Plan benefits until the date they attain age 65, provided that such election is made at least 366 days prior to the date they would otherwise have received their Plan benefits.
Section 8. Method and Duration of Payment of Benefits . The default form of benefit payable under the Plan is a life annuity & ten (10) year certain & continuous. This benefit provides monthly payments as long as the Executive shall live, with no less than one hundred twenty (120) such payments (measured from the Executives benefit commencement date) to either the Executive or the Executives Beneficiary.
Notwithstanding the foregoing, the Executive may make an election at any time before his or her benefit commencement date to have his or her benefit paid in an alternative form of life annuity which is actuarially equivalent to the life annuity & ten (10) year certain & continuous form. The actuarial equivalent alternative forms will be calculated using the optional form conversion assumptions for the Final Average Pay benefit described in the Lincoln National Corporation Employees Retirement Plan.
The alternative form(s) of life annuity/ies offered under this Plan [is/are]:
A 50% Joint & Survivor Annuity Reduced monthly payments as long as the Executive shall live, with the Executives designated contingent annuitant receiving 50% of such monthly payments for the remainder of his or her life. This optional form of payment is available only for an Executive whose Separation from Service and benefit commencement date occurs on or after May 14, 2007.
The following is effective only upon the approval of the Compensation Committee of the Corporations Board of Directors: Effective for Executives retiring on or after July 31, 2007 and before January 1, 2008, a 100% Joint & Survivor Annuity & ten (10) year certain & continuous
form Reduced monthly payments as long as the Executive shall live, with the Executives designated contingent annuitant receiving 100% of such monthly payments for the remainder of his or her life, with no less than one hundred twenty (120) such payments (measured from the Executives benefit commencement date) to the contingent annuitants Beneficiary.
Section 9. Survivor Benefits Before Retirement and Before Commencement of Executives Benefits . Upon the Executives death before retirement and before commencement of benefits hereunder, all rights of the Executive hereunder shall terminate except that upon receipt by the Corporation of satisfactory proof of the Executives death, the Executives Beneficiary shall receive a survivor benefit in accordance with the following:
(a) | For Executives who signed a joinder agreement on or before December 31, 1991, if the Executive dies while participating in the Plan (before Separation from Service) and before attaining age sixty-five (65) years, the survivor benefit shall equal twenty-five (25%) of the Executives annual salary (at the time of his death) and shall be paid upon such receipt and thereafter on the anniversary of the Executives death until the later of the date on which the Executive would have attained age sixty-five (65) years and the date as of which a total of ten (10) such payments shall have been made. Effective January 1, 1992, the annual salary used to calculate such benefit shall not exceed the greater of $200,000 or the annual salary in effect on December 31, 1991 (except for Executives Jon Boscia, Barbara Kowalczyk, Dennis Schoff, and Richard Vaughan); |
(b) |
For Executives who signed a joinder agreement on or after January 1, 1992 and whose death occurs on or after August 1, 2000, if the Executives spouse (or Beneficiary) is entitled to a survivor benefit under the Lincoln National Corporation Employees Retirement Plan, the survivor benefit hereunder shall equal the benefit calculated in accordance with Section 7 that would have been payable had the Executive begun receiving his benefits under this Plan on the later of the date of his death or his fifty-fifth (55 th ) birthday and shall be paid on the first day of the month following such later date and each month thereafter for a total of one hundred twenty (120) months; or |
(c) |
For Executives who signed a joinder agreement on or after January 1, 1992, whose death occurs on or after August 1, 2000 and who would otherwise have been entitled to benefits under Section 14, if the Executives spouse (or beneficiary) is entitled to a survivor benefit under the Lincoln National Corporation Employees Retirement Plan, the survivor benefit hereunder shall equal the benefit calculated in accordance with Section 14 that would have been payable had the Executive begun receiving his benefits hereunder on the later of the date of his death or his fifty-fifth (55 th ) birthday and shall be paid on the first day of the month following such later date and each month thereafter for a total of one hundred twenty (120) months. |
For Executives who have elected an alternative form of life annuity as described in Section 8 above, the Executives Beneficiary shall receive the larger of the benefit calculated in accordance with (a), (b), or (c) above, as applicable, or the benefit under the chosen alternative form of life annuity.
Section 10. Death Before Retirement but After Age Sixty-Five (65) Years . If the Executive dies before retiring but after attaining age sixty-five (65) years, all rights of the Executive hereunder shall terminate except that, upon receipt by the Corporation of satisfactory proof of the Executives death, there shall be paid to his Beneficiary a monthly amount calculated in accordance with Section 5, payable as of the first day of the month after his death for an aggregate of one hundred twenty (120) payments.
Section 11. Death After Retirement . Except as provided in Section 8 above for Executives who have elected an alternative form of life annuity, if the Executive dies after retiring and prior to receiving one hundred twenty (120) salary continuation benefit payments, payments to the Beneficiary shall be continued, if living, until combined payments to the Executive and the Beneficiary shall total one hundred twenty (120) payments.
Section 12. Payments to an Estate . If the Executive fails to designate a valid Beneficiary or if there is no designated Beneficiary surviving the Executive, then any remaining payments due shall be commuted and paid to the Executives estate. If the Beneficiary shall die after receiving one or more payments, but before all payments have been made, any remaining payments shall be commuted and paid to such Beneficiarys estate. This section does not apply to an Executive who has retired and elected the alternative forms: the 50% Joint & Survivor or 100% Joint & Survivor Annuity & ten (10) year certain & continuous.
Section 13. Voluntary Termination of Service . Neither the Executive nor any Beneficiary shall be entitled to any benefits under this Plan if the Executive voluntarily terminates employment with the Corporation and all Affiliates (a) prior to attaining age fifty-five (55) years, or (b) after attaining age fifty-five (55) years, but prior to completing five (5) years of participation in the Plan.
Section 14. Involuntary Termination of Service . If before qualifying for benefits under Sections 6 or 7, the Executive involuntarily terminates employment with the Corporation and all affiliates primarily from circumstances not within the control of the Executive, but other than by death, disability, or for Cause, his or her salary continuation benefit shall be paid to the Executive beginning on the first day of the first calendar month following the later of: (i) the date of the Executives Separation from Service, or (ii) the date the Executive attains age fifty-five (55), and on the first day of each calendar month thereafter, based on the life annuity & ten (10) year certain & continuous form, or the alternative form of payment elected by the Executive, as described in Section 8 above. Notwithstanding the foregoing, with respect to Grandfathered Benefits, a Participant may elect to defer the receipt of his or her Plan benefits until the date they attain age 65, provided that such election is made at least 366 days prior to the date they would otherwise have received their Plan benefits.
Except as provided in Section 5(d) above for Executives actively participating in the Plan on December 31, 2007, the amount of an Executives benefit under this Section 14 shall be the amount calculated in Section 5, actuarially reduced in accordance with the appropriate factor in Section 7 for the age of the Executive at which benefit payments commence in the column titled Applicable Factor if Executive has less than twenty (20) Vesting Years of Service under the Corporations Employees Retirement Plan.
Section 15. Termination of Service After a Change of Control of the Corporation . Notwithstanding any provision in the Plan to the contrary, in the event that the Executive is eligible to receive benefits under the Lincoln National Corporation Executives Severance Benefit Plan, such Executive shall be treated as having retired from the Corporation after age sixty-five (65) years and shall be entitled to a benefit in accordance with Section 6 of this Plan.
Section 16. Provisions Applicable to Key Employees . Notwithstanding provisions to the contrary in Sections 6, 7, 14 or 15, in the event that the Executive is a Key Employee as of the date of his Separation from Service, the Executives benefit commencement date shall be no earlier than six (6) months following the date of his Separation from Service (or, if earlier, the date of the Executives death). Interest shall not accrue on benefits delayed during this period; however, the benefit shall be subject to reduction factors determined as of the Executives actual benefit commencement date, not the Executives Separation from Service date.
Section 17. No Right or Title to Funds . The Corporation shall have no obligation to set aside, earmark, or entrust any fund, policy, or money with which to pay any obligations under this Plan. The Executive, and any successor in interest to him, shall be and remain simply a general creditor of the Corporation with respect to any promises to pay under this Plan in the same manner as any other creditor who has a general claim for an unpaid liability. Neither the Executive nor any Beneficiary shall acquire any right in or title to any funds or assets of the Corporation otherwise than by and through the actual payment of the monthly or annual payments hereunder. The Corporation shall not make any loans or extend credit to an Executive which will be offset by benefits payable under this Plan.
Section 18. No Assignments, etc . Neither the Executive nor a Beneficiary, shall have power to transfer, assign, anticipate, mortgage or otherwise encumber in advance any of the payments provided by this Plan; nor shall said payments be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance, or be transferable by operation of law in event of bankruptcy, insolvency or otherwise.
Section 19. Amendment, Suspension or Termination of Plan . This Plan may be amended or terminated at any time and from time to time by the Corporation without an Executives consent, but no amendment shall operate to give the Executive, or his Beneficiary, either directly or indirectly, any interest whatsoever in any funds or assets of the Corporation and any Affiliates, except the right upon fulfillment of all terms and conditions hereof to receive the payments herein provided. Likewise, no amendment, suspension or termination of this Plan shall, in and of itself, result in the forfeiture of any salary continuation benefit promise accrued to an Executive who is in the active employment of the Corporation at such time or to an Executive whose service has been involuntarily terminated as described in Section 14 and no amendment, suspension or termination of this Plan shall operate to reduce or diminish any benefit after payment of such benefit has begun.
Section 20. No Effect on Employment . This Plan shall not supersede any other contract of employment, whether oral or in writing, between the Corporation, its Affiliates and the Executive, nor shall it affect or impair the rights and obligations of the Corporation and the Executive, respectively, thereunder; and nothing contained herein shall impose any obligation on the Corporation to continue the employment of the Executive.
Section 21. Plan Administration . The Plan shall be administered by the Compensation Committee of the Board of Directors of Lincoln National Corporation (the Committee). The Committee shall have complete discretion to interpret the Plan and resolve issues including issues with respect to an Executives eligibility and participation in the Plan, and the calculation
of benefits payable under the Plan, and to take whatever action believed by the Committee to be necessary or desirable for such administration, including but not limited to (a) establishing administrative rules consistent with the provisions of this Plan, (b) delegating itsw responsibilities to other persons, including the Senior Vice President of the Human Resources Department, (c) retaining the services of lawyers, accountants or other third parties to assist with the administration of the Plan, (d) making equitable adjustments under the Plan (including retroactive adjustments) to correct mathematical, accounting or factual errors made in good faith by the Corporation or the Executive (and any such adjustments will be final and binding on all persons), and (e) directing the Corporation to deduct from all Accounts, payments and distributions under the Plan any federal, state or local taxes or such other amounts as may be required by law to be withheld.
Section 22. Claims for Benefits .
(a) | Filing a Claim . An Executive or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Committee or its designee at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant. |
(b) | Denial of Claim . In the case of the denial of a claim respecting benefits paid or payable with respect to an Executive, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. |
(c) | Reasons for Denial . A denial or partial denial of a claim will be dated and signed by the Committee and will clearly set forth: |
(i) | the specific reason or reasons for the denial; |
(ii) | specific reference to pertinent Plan provisions on which the denial is based; |
(iii) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and |
(iv) | an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimants right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. |
(d) |
Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Committee within 60 days of the receipt by the claimant of written |
notice of the denial of the claim. A claimant or the claimants authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. |
If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
(e) | Decision Upon Review . The Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth: |
(i) | the specific reason or reasons for the adverse determination; |
(ii) | specific reference to pertinent Plan provisions on which the adverse determination is based; |
(iii) | a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits; and |
(iv) | a statement describing any voluntary appeal procedures offered by the Plan and the claimants right to obtain the information about such procedures, as well as a statement of the claimants right to bring an action under ERISA section 502(a). |
A decision will be rendered no more than 60 days after the Committees receipt of the request for review, except that such period may be extended for an additional 60 days if the Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
(f) |
Finality of Determinations; Exhaustion of Remedies . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimants denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant |
presented during the claims procedure. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action. |
IN WITNESS WHEREOF, the President and Chief Executive Office of the Corporation has executed this amendment, restatement, and termination of the Plan as of this day of , 2007.
LINCOLN NATIONAL CORPORATION | ||
By: Its: |
Dennis R. Glass President and Chief Executive Officer |
Exhibit 10.17
LINCOLN NATIONAL CORPORATION
DEFERRED COMPENSATION &
SUPPLEMENTAL/EXCESS RETIREMENT PLAN
Effective January 1, 2008
The Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan is an amendment and restatement of the Lincoln National Corporation Executive Deferred Compensation Plan for Employees, a plan established and maintained by Lincoln National Corporation (the Plan). The Plan provides enhanced retirement benefits and savings opportunities to certain employees of Lincoln National Corporation and its Affiliates (the Company).
The Plan is intended (1) to comply with Internal Revenue Code section 409A and official guidance issued thereunder, except where indicated for Grandfathered Benefits as set forth herein, and (2) to be a plan which is unfunded and is maintained by the Employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
Section 1
Definitions
The following definitions are provided for key terms contained within this document:
401(k) Plan means the Lincoln National Corporation Savings & Retirement Plan, effective January 1, 2008.
Account means the separate deferred compensation accounts established by the Company in the name of each Participant. Where the context indicates, the term Account shall mean one or more of the various sub-accounts that may be created within an Account.
Affiliate means:
(a) | Any corporation which, together with the Company, is part of a controlled group of corporations, in accordance with Code section 414(b); |
(b) | Any organization which, together with the Company, is under common control, in accordance with Code section 414(c); |
(c) | Any organization which, together with the Company, is an affiliated service group, in accordance with Code section 414(m); and |
(d) | Any entity required to be aggregated with the Company pursuant to regulations promulgated under Code section 414(o). |
Annual Incentive Bonus means any bonus paid under the Companys annual incentive program, as approved by the Companys Compensation Committee.
Annual Salary means salary and W-2 commissions. For a Lincoln Financial Advisor Second Line Manager or an LFD associate, it refers to established compensation and first year enterprise benefitable commissions only.
Beneficiary means the person or persons, including a trust or the Participants estate, designated by a Participant to receive any death benefits payable under the Plan after the death of the Participant.
Benefits Administrator means the Companys Senior Vice President of Human Resources or any successor appointed by the Chief Executive Officer of the Company.
Benefit Commencement Date means the date that Plan benefits are scheduled to be paid in a cash lump sum, or scheduled to begin to be paid if the Participant has elected to receive periodic payments of Plan benefits, pursuant to Section 7 of the Plan.
Benefit Determination Date means the date that Plan benefits are calculated.
Board or Board of Directors means the Board of Directors of the Company.
Cause means, as determined by LNC in its sole discretion, (1) the conviction of a felony, or other fraudulent or willful misconduct by a Participant that is materially and demonstrably injurious to the business or reputation of LNC, or (2) the willful and continued failure of a Participant to substantially perform Participants duties with LNC or a Subsidiary (other than such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Participants manager which specifically identifies the manner in which the manager believes that the Participant has not substantially performed the Participants duties.
Change of Control means an event that qualifies as a change of control of the Corporation as defined under the Lincoln National Corporation Executive Severance Benefit Plan (the definition in effect immediately prior to such change of control).
Code means the Internal Revenue Code of 1986, as amended.
Company means Lincoln National Corporation or any successor thereto.
Compensation Deferral Agreement means an agreement by which a Participant directs the Company to make Elective Deferrals under the Plan in lieu of paying the Participant cash compensation.
Default Investment Option means the Investment Option selected by the Committee in its sole discretion, for the investment of any Discretionary Matching Contributions, Matching Contributions, Special Executive Credits, Elective Deferrals, and Excess Contributions in cases where the Participant has failed to provide valid investment directions with respect to the Plans Investment Options.
Disabled means, with respect to a Participant, that the Participant has been determined to be disabled as defined in the Lincoln National Corporation Savings & Retirement Plan, effective January 1, 2008.
Discretionary Matching Contributions means any discretionary contributions that may made by the Company to the Plan on behalf of a Participant with respect to the Participants Elective Deferrals pursuant to Section 5.1 of the Plan.
Distribution Year Account means the Account established by the Company at the Participants election that is payable to the Participant in the calendar year designated by the Participant, regardless of whether the Participant is an active employee or has experienced a Separation from Service.
DMHI Participant means any employee of Delaware Management Holdings, Inc. or any subsidiary who is a Participant in this Plan.
DMHI Plan means the Delaware Management Holdings, Inc. Retirement Plan.
Effective Date means January 1, 2008.
Elective Deferral means the deferral of a percentage or a dollar amount of Annual Salary or Annual Incentive Bonus that would otherwise be paid to the Participant during a calendar year by executing a valid Compensation Deferral Agreement pursuant to Section 5.6 of the Plan.
Employer means Lincoln National Corporation and any Affiliate who has adopted this Plan as a participating Employer.
ESSB Opening Account means the special Account created upon the termination of the benefit under Section 4 of the Jefferson-Pilot Supplemental Retirement Plan, also known as the Executive Special Supplemental Benefit (the ESSB).
Excess Contributions means the amount of any Employer Core Contributions or Employer Transition Contributions, as described in the 401(k) Plan, that cannot be
contributed to the 401(k) Plan due to the operation of plan or Internal Revenue Service limits; or the amount of any employer contribution under Section 4.1 of the DMHI Plan that cannot be contributed to that plan due to the operation of plan or Internal Revenue Service limits, and which is contributed by the Company to this Plan on the behalf of the Participant. Excess Contributions will be credited pursuant to Section 5.3 of the Plan.
Grandfathered Benefit means any amounts earned and vested under the Plan as of December 31, 2004 within the meaning of Code section 409A and the official guidance thereunder. Except as specified herein, Grandfathered Benefits are subject to the distribution rules set forth in Section 7 of this Plan.
Hardship means a severe financial hardship caused by an unforeseen emergency to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, loss of the Participants property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
Investment Option means one or more of the investment funds in which Participants may direct the investment of their Accounts, pursuant to Section 4.5 of the Plan.
IRS means Internal Revenue Service.
Insider means an individual subject to the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934.
Key Employee means an Employee treated as a specified employee as of his Separation from Service under Code Section 409A(a)(2)(B)(i) of the Company or its Affiliates, i.e., a Key employee (as defied in Code Section 416(i) without regard to paragraph (5) thereof). Key Employees shall be determined in a accordance with Code Section 409A using December 31 st as the determination date. A listing of Key Employees as of a determination date shall be effective for the 12-month period beginning on the April 1 st following the determination date.
LNC Benefits Appeals and Operations Committee means the committee with that name, or any successor thereto.
LNC COC Plan means the Lincoln National Corporation Executive Severance Benefit Plan.
Matching Contributions means the contributions made by the Company to the Plan on behalf of a Participant on account of a Participants Elective Deferrals pursuant to Section 5.4 of the Plan.
SCP Opening Account means the special Account created upon the termination of the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates.
SMC means the Companys Senior Management Committee.
Separate from Service or Separation from Service is defined within the meaning of Code section 409A.
Shortfall Balance Account means the account to which any shortfall is credited as calculated for SMC members as of December 31, 2007 only, pursuant to Section 5.6 below.
Special Executive Credit means a contribution made by the Company on behalf of certain Participants who are SMC Members, pursuant to Section 5.8 of the Plan.
Stock Units means phantom shares of Lincoln National Corporation common stock (LNC Stock) that may be made available under this Plan to Participants as an Investment Option. Stock Units shall be notionally credited to a Participants Account and administered pursuant to the relevant provisions of Article IV of the Plan.
Termination Year Account means an Account established by the Company for each Participant, where the Valuation Date is the date the Participant experiences a Separation from Service, regardless of whether such departure is voluntary or involuntary.
Valuation Date means the date on which the Participants Account is valued prior to Benefit Commencement Date.
Section 2
Eligibility
2.1 General . This Plan is maintained by the Company for the benefit of a select group of management and highly compensated employees. The Benefits Administrator shall have the discretion to determine the eligibility of employees to participate in this Plan; provided, however, that in order to be eligible, the employee must be a member of a select group of management or highly compensated employees of an Employer.
2.2 Eligibility to Make Elective Deferrals . Only employees of the Company who have an Annual Salary of at least $175,000, determined as of the applicable look back period designated by the Benefits Administrator, newly hired employees whose starting Annual Salary is at least $175,000, or newly eligible employees (based on a mid-year raise and/or promotion and at the sole discretion of the Benefits Administrator), may make Elective Deferrals under the Plan.
Section 3
Participation
3.1 Enrollment in the Plan . An employee who is eligible to make an Elective Deferral pursuant to Section 2.2 above may become a participant by enrolling in the Plan and submitting a valid Compensation Deferral Agreement in the manner prescribed by the Benefits Administrator and pursuant to Section 6.1 below.
3.2. Newly Hired or Eligible Employees . A newly hired or newly eligible employee who is eligible to make Elective Deferrals as provided in Section 2.2 above has thirty (30) days from the date they are hired or become eligible to enroll in the Plan and submit a valid Compensation Deferral Agreement, pursuant to Section 3.1 above.
3.3 Automatic Participation . Employees may be automatically enrolled in the Plan if they are eligible to receive Excess Contributions under the Plan pursuant to Section 5.3, and/or are eligible to receive Special Executive Credits under the Plan pursuant to Section 5.8.
Section 4
Plan Investments & Accounting
4.1 Notional or Phantom Accounts . The terms Account or Accounts refers to the separate deferred compensation account(s) established by the Company in the name of each Participant. Each Account is a bookkeeping device only, established for the sole purpose of crediting and tracking notional investments made by the Participant in the Investment Options available under the Plan. The Company may also establish one or more Sub-Accounts representing the various notional Investment Options available under the Plan.
4.2 Recordkeeping of Accounts - General . The Company shall establish an Account in the name of each Participant making Elective Deferrals under the Plan, or receiving Excess Contributions or Special Executive Credits under the Plan. The Company shall also establish Sub-Accounts for Participants, as appropriate, and credit any Elective Deferrals, Discretionary Matching Contributions, Matching Contributions, Excess Contributions or Special Executive Credits to the appropriate Participant Sub-accounts. The Company shall also credit such Accounts and/or Sub-Accounts with any earnings/losses that would have accrued if the Accounts or Sub-Accounts were actually invested in the Investment Options selected by the Participant from among the options offered from time to time under the Plan.
4.3 Stock Unit Investment Option . With respect to any Participants investment in the Stock Unit Investment Option, actual shares of the Companys common stock will be issued in settlement of the Participants investment when the Participants
Account is actually paid to him or her, with fractional Stock Units paid in cash. The Company reserves the right to eliminate, change or add any Investment Option from the Plan, including the Stock Unit investment, at any time.
(a) Phantom Dividends on Stock Units . To the extent dividends are paid by the Company with respect to common stock of the same class as the common stock underlying the Stock Units, Participants will be credited with phantom dividends. Phantom dividends shall be calculated, on each dividend payment date, as an amount equal to the product of the dividend paid on a share of common stock multiplied by the number of Units as of the record date.
(b) Determination of Value of Stock Units . The value of a Stock Unit shall be equal to the total number of Stock Units in the Stock Unit Fund multiplied by the final sales price quoted by the New York Stock Exchange Composite Listing of a share of the Companys common stock of the same class as the Stock Units on the business day on which the determination is made; plus any cash held by the Stock Unit Fund; divided by the total number of Stock Units in the Stock Unit Fund.
(c) Changes in Capital and Corporate Structure . In the event of any change in the outstanding shares of the Companys common stock by reason of an issuance of additional shares, recapitalization, reclassification, reorganization, stock split, reverse stock split, combination of shares, stock dividend or similar transaction, the number of phantom Stock Units held by Participants under the Plan shall be proportionately adjusted, in an equitable manner. The foregoing adjustment shall be made in a manner that will cause the relationship between the aggregate appreciation in outstanding common stock and earnings per share and the increase in value of each phantom Stock Unit granted hereunder to remain unchanged as a result of the applicable transaction.
(d) Voting . Prior to distribution of the Participants Account pursuant to Section 7 above, and settlement of Stock Units with shares of the Companys common stock, no voting or other rights of any kind associated with the ownership of the Companys common stock shall inure to any Participant whose Account is credited with Stock Units.
4.4 Non-Stock Unit Investment Option . With respect to the Investment Options available under the Plan other than the Stock Unit Investment Option, Participants have no rights to any of the assets, funds or securities in which such Investment Options are actually invested. Upon distribution of the Participants Account pursuant to Section 7 below, the Participant will receive cash in settlement of all amounts credited to non-Stock Unit Investment Options. The Company reserves the right to eliminate, change or add any Investment Option from the Plan at any time.
4.5 Participant Direction of Investments . Subject to the restrictions applicable to investing in the Plan as described in Section 8 below, Participants in the Plan may make or change their investment directions with respect to the Investment Options
available under the Plan at any time. The Plans recordkeeper and third-party administrator will deem any investment directions provided by the Participant to be continuing investment directions until the Participant takes affirmative action to change the investment directions.
4.6 Default Investment Option . In the case where the Participant has not provided valid investment directions to the Plans recordkeeper and third-party administrator, any Discretionary Matching Contributions, Matching Contributions, Special Executive Credits, Elective Deferrals, and Excess Contributions, credited to a Participant shall be invested in the Plans Default Investment Option. The Plans Default Investment Option shall be designated by the Plan Administrator from time to time, in the sole discretion of the Plan Administrator. In general, the Plans Default Investment Option shall be the Qualified Default Investment Alternative (the QDIA) designated for the 401(k) Plan.
Section 5
Company Contributions
5.1 Discretionary Matching Contributions . For Plan Years beginning January 1, 2008, for DMHI Participants only, the Company may credit, in its sole discretion, a Discretionary Matching Contribution with respect to Elective Deferrals on Annual Incentive Bonus or Annual Salary once the aggregated amount of the Participants Annual Salary or Annual Incentive Bonus has exceeded the Code Section 401(a)(17), or with respect to Elective Deferrals once the Code section 415 limit has been reached. The Discretionary Matching Contribution, if any, shall not exceed 100% of the Participants Elective Deferrals, up to 6% of the Participants Annual Salary and Annual Incentive Bonus. Discretionary Matching Contributions shall be 100% vested upon contribution.
5.2 ESSB Opening Balance Contribution . For any Participant actively employed by the Company at 11:59 p.m. on December 31, 2007 who has an accrued benefit under Section 4 of the Jefferson-Pilot Supplemental Retirement Plan, also known as the Executive Special Supplemental Benefit, the Company will credit a present value lump sum to the Plan to an ESSB Opening Balance Account established for the Participant pursuant to Section 7.1(a) below. The amount of a Participants ESSB Opening Account shall be calculated pursuant to Section B of the ESSB as if the Participant were to receive a distribution at age 62 reduced as appropriate for early benefit commencement using the relevant set of reduction factors provided under Section C(2) of the ESSB. The actuarial equivalent lump sum value of each such Executives age 62 benefit shall be calculated based on the interest rate provided under section 417(e) of the Internal Revenue Code of 1986, as amended (the Code) in effect for November 2007, provided, however, that such rate shall be capped at a maximum of 5.7%, and subject to a floor of 4.7%. The applicable mortality factors shall be those in the 1994 GAR unisex table, projected to 2002 using scale AA. The ESSB Opening Balance Contribution shall be 100% vested upon contribution.
5.3 Excess Contributions . The Company will credit the amount of any Employer Core Contributions or Employer Transition Contributions that cannot be contributed to the Participant under the Lincoln National Corporation Employees Savings and Retirement Plan due to the operation of plan or Internal Revenue Service limits, or the amount of any Employer Contribution under Section 4.1 of the Delaware Management Holdings, Inc. Retirement Plan that cannot be contributed to that Plan due to the operation of plan or Internal Revenue Service limits, to the Participants Excess Contributions Account. Any Excess Contributions will be 100% vested upon contribution. Excess Contributions made on behalf of DMHI Participants are credited to the same account as elected by the Participant for his or her Elective Deferrals pursuant to Section 6.
5.4 Matching Contributions . Matching Contributions will be 100% vested upon contribution.
(a) DMHI Participants . For DMHI Participants only, the Company will make Matching Contributions with respect to Elective Deferrals on Annual Incentive Bonus or Annual Salary once the aggregated amount of the Participants Annual Salary or Annual Incentive Bonus has exceeded the Code Section 401(a)(17) limit or with respect to Elective Deferrals once the Code section 415 limit has been reached. Such Matching Contributions shall be made in the amount of 50% of the Participants Elective Deferrals, on up to 6% of the Participants Annual Salary and Annual Incentive Bonus.
(b) Non-DMHI Participants . For all other Participants in the Plan, the Company will make Matching Contributions with respect to Elective Deferrals on Annual Incentive Bonus or Annual Salary once the aggregated amount of the Participants Annual Salary or Annual Incentive Bonus has exceeded the Code Section 401(a)(17) limit or with respect to Elective Deferrals once the Code section 415 limit has been reached. Such Matching Contributions shall be made in the amount of 100% of the Participants Elective Deferrals, on up to 6% of the Participants Annual Salary and Annual Incentive Bonus.
5.5 SCP Opening Balance Contribution . For any Participant actively participating in the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates (the SCP) at 11:59 pm on December 31, 2007, the Company will credit a present value lump sum representing the Participants SCP benefit as of December 31, 2007 to an SCP Opening Balance Account established for the Participant, as described in Section 7.1(d) below. The amount of an Executives SCP Opening Account shall be calculated pursuant to Section 5 of the Salary Continuation Plan for Executives of Lincoln National Corporation and Affiliates (the SCP) as if the Executive were to receive a distribution at age 62 , reduced as appropriate using the relevant set of reduction factors in Section 7 of the SCP. For an Executive participating in the SCP as of 11:59 p.m. on December 31, 2007, the relevant set of reduction factors shall be determined by assuming that the Executive will remain employed until age 62, and crediting additional Years of Vesting Service as appropriate. The actuarial equivalent lump sum value of each such Executives age 62 benefit shall be calculated
based on the interest rate provided under section 417(e) of the Internal Revenue Code of 1986, as amended (the Code) in effect for November 2007, provided, however, that such rate shall be capped at a maximum of 5.7%, and subject to a floor of 4.7%. The applicable mortality factors shall be those in the 1994 GAR unisex table projected to 2002 using scale AA. The SCP Opening Balance Contribution will vest upon the earlier of: (a) Participants attainment of age 55 (or older) with five (5) years of service, (b) death, or (c) involuntarily termination of employment. A Participant who Separates from Service prior to vesting in his or her SCP Opening Balance Contribution will forfeit this Contribution.
5.6 Shortfall Balance Contribution . For SMC members who are actively employed by the Company as of December 31, 2007 only, the Company shall calculate the shortfall, if any, between the SMC members targeted retirement benefits projected to age 62, and the sum of their benefits under the current defined benefit retirement program, and their hypothetical 401(k) Plan and Plan account balance projected to age 62 based on various assumptions (including but not limited to annual base salary increases, hypothetical deferred contribution account balances, investment earnings, lump sum conversion interest rates, and future bonus amounts). The Company shall convert any such shortfall to a present value lump sum and contribute such amount to a Shortfall Balance Account established for the Participant, as described in Section 7.1(e) below. The Shortfall Balance Contribution, if any, will vest according to an individualized phased vesting schedule for each applicable SMC member, based on the difference (in years) between the date on which the SMC member attains (1) age 55 (or older) with five (5) years of service, and (2) age 62. A Participant who Separates from Service prior to vesting in his or her Shortfall Balance Contribution will forfeit the unvested portion of this Contribution. Each SMC members individual vesting schedule is included in Appendix A to the Plan.
5.7 Special Change of Control Contributions for SMC . For SMC members only, any unvested SCP Opening Account balances and Special Executive Credits will immediately vest upon the Change of Control. In the case where an SMC member Separates from Service and is eligible for benefits under the LNC COC Plan within two (2) years of a Change of Control, an additional two (2) (or three (3), in the case of the Chief Executive Officer) years worth of Employer Core Contributions, Employer Transition Contributions, Matching Contributions, and any Discretionary Matching Contributions and Special Executive Credits will be credited to the appropriate Sub-Account of the SMC member. The amount of such Employer Core Contributions, Employer Transition Contributions, Matching Contributions, Discretionary Matching Contributions and Special Executive Credits will be determined as of the date of the Participants Separation from Service. In addition, an additional two (2) (or three (3), the case of the Chief Executive Officer) years of service will be credited towards the individual phased vesting schedule for each SMC members Shortfall Balance Accounts (if any) as provided in Appendix A. Finally, any Participant with an ESSB Opening Account who Separates from Service and is eligible for benefits under the Jefferson-Pilot Executive Change of Control Severance Plan (JP COC Plan) or under an applicable employment agreement on or before the date set forth in Appendix B to this Plan, will have their ESSB Opening Account Contribution recalculated as of
December 31, 2007, as if they had continued to participate in the ESSB for a period of time equal to their tier period under the JP COC Plan.
5.8 Special Executive Credits . For all SMC members except for SMC members who are DMHI Participants, the amount of the Special Executive Credit, if any, will be calculated as: 15% of Total Pay (as defined below) expressed as a percentage, offset by the total of: (a) the SMC members maximum Basic Matching Contribution opportunity (6%), plus (b) the Core Contribution amount (4%), plus (c) the Transition Contribution amount, if any, (0% to 8%) as determined under the 401(k) Plan, each expressed as a percentage. For all SMC members except for SMC members who are DMHI Participants, the Special Executive Credit under this Plan may not exceed 5% of Total Pay. However, in the event that the sum of the SMC members maximum Basic Matching Contribution opportunity, plus the Core Contribution amount, plus the Transition Contribution amount if any, each expressed as a percentage of Total Pay, exceeds 15%, in no event shall this provision or any other Plan provision be interpreted to reduce that SMC members aggregate contribution percentile.
For SMC members who are DMHI Participants, the amount of the Special Executive Credit will be calculated as: 15% of Total Pay expressed in dollars, offset by the total of the following, each expressed in dollars: (a) the amount of the SMC members maximum Basic Matching Contribution opportunity (3% of Total Pay), plus (b) the amount of the actual Discretionary Matching Contribution approved by the Committee (if any), plus (c) the employer contribution under the Delaware Management Holdings, Inc. Retirement Plan (7.5% of annual base pay and annual bonus, but with bonus amounts over $100,000 capped at 50%). In the event that the sum of the DMHI SMC members actual Basic Matching Contribution, actual Discretionary Matching Contribution, and DMHI Plan employer contribution, each expressed in dollars, exceeds 15% of Total Pay, in no event shall this provision or any other Plan provision be interpreted to reduce that SMC members contribution.
For purposes of this Section 5.7, Total Pay is equal to Annual Salary and Annual Incentive Bonus.
The Special Executive Credit will be made annually, not bi-weekly, for all SMC members.
For SMC members as of January 1, 2008, Special Executive Credits shall vest immediately. For SMC members after January 1, 2008, Special Executive Credits shall vest on the earlier of: (a) five (5) years after becoming an SMC member, (b) death, or (c) attainment of age 62. A Participant who Separates from Service prior to vesting in his or her Special Executive Credits will forfeit these contributions.
5.9 Special Lincoln Credits . The Company may credit a special contribution on behalf of any Plan Participant in its sole discretion. Such Special Lincoln Credits may be subject to vesting schedules, in the sole discretion of the Benefits Administrator.
Section 6
Participant Contributions
6. 1 Elective Deferral Contributions .
(a) Annual Salary . A Participant who is eligible to make Elective Deferrals under this Plan pursuant to Section 2.2 above may elect to defer up to seventy percent (70%) of Annual Salary in whole percentages, or a dollar amount, if allowed by the Benefits Administrator, that would otherwise be paid to the Participant during a calendar year by executing a valid Compensation Deferral Agreement pursuant to Section 6.2 below.
(b) Annual Incentive Bonus . A Participant who is eligible to make Elective Deferrals under this Plan pursuant to Section 2.2 above, may elect to defer up to eighty percent (80%) of his or her Annual Incentive Bonus in whole percentages, or a dollar amount, if allowed by the Benefits Administrator, that would otherwise be paid to the Participant during a calendar year by executing a valid Compensation Deferral Agreement pursuant to Section 6.2 below.
6.2 Compensation Deferral Agreement . Compensation Deferral Agreements with respect to Annual Salary must be completed in a form and manner satisfactory to the Benefits Administrator, but in no event may be submitted by the Participant later than December 31 st of the calendar year prior to the start of the calendar year to which the election relates. Compensation Deferral Agreements with respect to the Annual Incentive Bonus must be completed in a form and manner satisfactory to the Benefits Administrator, but in no event may be submitted by the Participant later than June 30 th of the calendar year to which the bonus election relates. New hires or newly eligible employees, as described in Section 3.2 above, must submit Compensation Deferral Agreements for both Annual Salary and the Annual Incentive Bonus within 30 days from date of hire or date of eligibility. In all cases, the Compensation Deferral Agreement shall be valid only with respect to amounts of Annual Salary or Annual Incentive Bonus that is earned after the Compensation Deferral Agreement has become effective.
Compensation Deferral Agreements are irrevocable elections with respect to the calendar year to which the election relates; provided, however, that in the case of a Hardship Withdrawal from this Plan or the 401(k) Plan (or any defined contribution plan of Delaware Management Holdings, Inc. or its subsidiaries), the Participants Compensation Deferral Agreement shall be automatically revoked under this Plan for the remainder of the calendar year.
6.3 Effect of Making Elective Deferral Contributions . An election to defer amounts of Annual Salary or Annual Incentive Bonus that would otherwise be payable to the Participant in cash reduces the amount of eligible compensation under the 401(k) Plan.
Section 7
Distributions
7.1 Default Distribution Upon Separation from Service .
(a) ESSB Opening Balance Account . The Valuation Date for amounts credited to a Participants ESSB Opening Balance Account will occur after the Participant Separates from Service, on the later of: (a) the first day of the month that is thirteen (13) full months from the date of the Participants Separation from Service, or (b) the first day of the month following the month in which the Participant attains age 60. The Participants ESSB Opening Balance Account will be paid to the Participant in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days. Participants are not permitted to make Initial Elections for an Alternative Benefit Commencement Date with respect to their ESSB Opening Balance Account. Participants may make an Initial Election for an Alternative Benefit Form. Participants may make a Secondary Election with respect to their ESSB Opening Balance Account.
(b) Elective Deferrals . Absent an effective Alternative Election pursuant to Section 7.2 below, the Valuation Date for a Participants Elective Deferrals and associated Matching Contributions (and any Discretionary Matching Contributions) will be on the first of the month that is thirteen (13) full months from the date of the Participants Separation from Service. In addition, the Participants Elective Deferrals will be paid to the Participant in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days.
(c) Excess Contribution Account . Absent an effective election pursuant to Section 7.2 below, the Valuation Date for amounts credited to a Participants Excess Contribution Account will be on the first of the month that is thirteen (13) full months from the date of the Participants Separation from Service. The Participants Excess Contribution Account will be paid to the Participant in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days. Participants are not permitted to make Initial Elections for an Alternative Benefit Commencement Date with respect to their Excess Contribution Account. Participants may make an Initial Election for an Alternative Benefit Form. Participants may make a Secondary Election with respect to their Excess Contribution Account.
(d) SCP Opening Balance Account . The Valuation Date for any vested amounts credited to a Participants SCP Opening Balance Account will occur after the Participant Separates from Service, on the later of: (i) the first of the month that is thirteen (13) full months from the date of the Participants Separation from Service, or (b)
the first day of the month following the month in which the Participant attains age 55. The Participants SCP Opening Balance Account will be paid to the Participant in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days. Participants are not permitted to make Initial Elections for an Alternative Benefit Commencement Date with respect to their SCP Opening Balance Account. Participants may make an Initial Election for an Alternative Benefit Form. Participants may make a Secondary Election with respect to their SCP Opening Balance Account.
(e) Shortfall Balance Account . The Valuation Date for any vested amounts credited to a Participants Shortfall Balance Account will be the first day of the month that is thirteen (13) full months from the date of the Participants Separation from Service. The Participants Shortfall Balance Account will be paid to the Participant in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days. Participants are not permitted to make Initial Elections for an Alternative Benefit Commencement Date with respect to their Shortfall Balance Account. Participants may make an Initial Election for an Alternative Benefit Form. Participants may make a Secondary Election with respect to their Shortfall Balance Account.
(f) Special Executive Credit Accounts . The Valuation Date for any vested amounts credited to a Participants Special Executive Credit Account will be the first of the month that is thirteen (13) full months from the date of the Participants Separation from Service. The Participants Special Executive Credit Account will be paid to the Participant in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days. Participants are not permitted to make Initial Elections for an Alternative Benefit Commencement Date with respect to their Special Executive Credit Account. Participants may make an Initial Election for an Alternative Benefit Form. Participants may make a Secondary Election with respect to their Special Executive Credit Account.
(g) Special Lincoln Credit Accounts . The Valuation Date for any vested amounts credited to a Participants Special Lincoln Credit Account will be the first of the month that is thirteen (13) full months from the date of the Participants Separation from Service. The Participants Special Lincoln Credit Account will be paid to the Participant in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days. Participants are not permitted to make Initial Elections for an Alternative Benefit Commencement Date with respect to their Special Lincoln Credit Account. Participants may make an Initial Election for an Alternative Benefit Form. Participants may make a Secondary Election with respect to their Special Lincoln Credit Account.
7.2 Alternative Elections .
(a) Initial Elections . Initial Elections are not valid unless made by the Participant on or before the earlier of Separation from Service and December 31, 2008 and must be made at least 366 days prior to the Participants default Benefit Commencement Date (elections may not take effect for twelve (12) months after the date on which the election is made). If a Participant fails to make a valid Initial Election under this paragraph, then the default Benefit Commencement Date and default form of distribution set forth in Section 7.1 above shall be deemed the Participants Initial Election.
(b) Secondary Elections . A Participant may make only one Secondary Election to choose an Alternative Benefit Commencement Date and/or Alternative Investment Form, as described in Sections 7.2(c) and (d) below. A Secondary Election is not valid unless it meets the following two conditions: (i) it must be made at least 366 days prior to the Benefit Commencement Date indicated by the Participants Initial Election (elections may not take effect for twelve (12) months after the date on which the election is made), and (ii) the election to change the Benefit Commencement Date and/or form of distribution must defer or delay payment of the Participants benefit for at least five (5) years from the Benefit Commencement Date indicated by the Participants Initial Election.
(c) Alternative Benefit Commencement Dates . With respect to Elective Deferrals, and the associated Employer Matching Contribution or Employer Discretionary Matching Contributions only, a Participant may make an Initial Election pursuant to Section 7.2(a) above to establish a Termination Year Account or a Distribution Year Account to which such Deferrals and Contributions will be credited. The Valuation Date for Distribution Year Accounts is February 5 th of the calendar year elected by the Participant. The Valuation Date for Termination Year Accounts is the first of the month that is thirteen (13) full months from the date the Participant Separates from Service. A Participant may make a Secondary Election pursuant to Section 7.2(b) above with respect to any Account under the Plan, provided that amounts payable under this Plan are not deferred beyond the Participants attainment of age 65.
(d) Alternative Distribution Forms . Pursuant to Sections 7.2(a) and 7.2(b) above and at the discretion of the Benefits Administrator, a Participant may elect one of the installment options described below for any of his Plan Accounts instead of the lump sum distribution option:
|
Five-year installment payments |
|
Ten-year installment payments |
|
Fifteen-year installment payments |
|
Twenty-year installment payments |
No alternative election made pursuant to this Section 7.2 may result in an impermissible acceleration of payment, including accelerations of payment as defined under Code section 409A.
7.3 Distributions to Disabled Participants . A Disabled Participants Plan benefits will be distributed as provided under the applicable provisions of Sections 7.1 and 7.2 above.
7.4 Distributions Upon Death . Absent an effective election pursuant to Section 7.2 above prior to death, the Valuation Date for the Participants Account will be the date of the Participants death. The Participants Account will be paid to the Participants Beneficiary in a cash lump sum on his or her Benefit Commencement Date, which is as soon as administratively practicable after the Valuation Date, but in no event later than 90 days after the Participants death. In the event of the death of the Participant after benefits have commenced in the form elected by the Participant pursuant to Section 7.2 above, the Plan Account will continue to be paid to the Participants Beneficiary in the distribution form already begun. A Participant shall designate his Beneficiary in a writing delivered to the Benefits Administrator prior to death in accordance with procedures established by the Benefits Administrator. In the event that a Participant dies prior to his/her Benefit Commencement Date and has not properly designated a Beneficiary, or if no designated Beneficiary is living on the date of distribution, such amount shall be distributed to the Participants Spouse, if living. Otherwise it will be distributed to the Participants estate.
7.5 Distributions After a Change of Control . The Plan benefits of a Participant who Separates from Service with a non-forfeitable right to benefits under this Plan after a Change of Control will be distributed as provided under the applicable provisions of Sections 7.1 and 7.2 above.
7.6 Cash Out of Lump Sums . Notwithstanding any election pursuant to Section 7.2 above by a Participant to the contrary, and subject to Section 7.7 below, if the Present Value of a Participants Account is $10,000 or less at the time the Participant Separates from Service, the benefit shall be distributed to the Participant in a lump sum payment as soon as administratively possible after Separation from Service. In addition, if a Participant has elected an Alternative Distribution Form and the value of the Account reaches $10,000, at any time during the distribution period, the Account shall be distributed to the Participant in a lump sum payment.
7.7 Distributions to Key Employees . Notwithstanding any other provision of this Plan to the contrary, in the event a Participant is a Key Employee as of the date of his or her Separation from Service, distributions to such Participant shall not be paid earlier than six months after the date upon which the Key Employee Separates from Service. In the case of all benefits which are delayed due to the imposition of this Section 7.7, payments shall be paid on the first day of the seventh month following the month in which the Participants Separation from Service occurs (or, if earlier, the first day of the month following the Participants death). Interest shall not accrue on such amounts during the period of delay.
7.8 Accelerated Payments of Grandfathered Benefits . Grandfathered Benefits may be withdrawn from this Plan at any time subject to an irrevocable penalty of 10% assessed on the amount withdrawn. A minimum of 50% of all Grandfathered Benefits must be withdrawn. In addition, the Participant will be ineligible to make Elective Deferrals and correspondingly, receive Employer Matching Contributions that are attributable to the Plan Year that follows the year in which Accelerated Payment is received For example, a Participant who elects to receive an Accelerated Payment in 2008 will not be eligible to make 2009 plan year salary and bonus deferrals.
7.9 Effect of Early Taxation . If a Participants Plan Account is includable in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.
7.10 Hardship Withdrawals . Any Compensation Deferral Agreement in effect for a Participant taking a Hardship Withdrawal from this Plan or the 401(k) Plan (or any defined contribution plan of Delaware Management Holdings, Inc. or its subsidiaries) shall be automatically revoked under this Plan for the remainder of the calendar year. In addition, the Participant shall be prohibited from entering into a Compensation Deferral Agreement under this Plan during the calendar year immediately after the calendar year in which the Hardship Withdrawal occurred. Only Accounts with Elective Deferrals and associated Matching Contributions (and any Discretionary Matching Contributions and DMHI Plan Excess Contributions) are eligible for Hardship Withdrawal.
7.11 Permitted Delays . Notwithstanding the Foregoing, any payment to a Participant under the Plan shall be delayed upon the Committees reasonable anticipation of one or more of the following events:
(a) The Corporations deduction with respect to such payment would be eliminated by application of Code section 162(m); or
(b) The making of the payment would violate Federal securities laws or other applicable law;
provided, that any payment delayed pursuant to this Section 7.10 shall be paid in accordance with Code section 409A.
Section 8
Restrictions on Investment Activity
8.1 Restrictions on Transfers or Redemptions Involving the Stock Unit Investment Option . A Participant may redeem or transfer amounts out of a non-Stock
Unit Investment Option and into the Stock Unit Investment Option pursuant to an election made during a thirty (30) day window period commencing on the third trading date following the release of the Companys quarterly or annual earnings, of the fifth business day following the filing of the Companys annual report on Form 10-K to shareholders. Notwithstanding the foregoing, an Insider (as defined in the Companys Insider Trading and Confidentiality Policy) may redeem or transfer amounts from a non-Stock Unit Investment Option into the Stock Unit Investment Option during such window period only if it is determined that such redemption or transfer will not result in a violation of Section 16 of the Securities Exchange Act of 1934. After November 5, 1999, Participants may not redeem or transfer amounts credited to the Stock Unit Investment Option into a non-Stock Unit Investment Option until their Accounts are distributed to them in accordance with Section 8.
8.2 General Restrictions on Transfers or Redemptions . In order to prevent market timing, excessive trading, and other abuses, Participants who have made more than 26 trades in any one calendar year will not be able to place transaction orders electronically or by phone for the remainder of such calendar year. Participants will, however, be permitted to trade through first class U.S. mail service. In addition, the Committee or Benefits Administrator reserves the right to place additional restrictions on the right to trade in the Plan to prevent abusive trading practices such as market-timing, short-term trading and excess trading. Such restrictions may include, but are not limited to: imposing redemption fees to be automatically withdrawn from Participant Accounts and paid to the appropriate Investment Option; barring the Participant from purchasing, selling, or exchanging units or shares of specific Investment Options fro a period of up to one year.
8.3 No Assignment . Units cannot be assigned, transferred, pledged or otherwise encumbered.
Section 9
Claims
9.1 General Administration . The Benefits Administrator shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Benefits Administrator shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Benefits Administrator shall be final and conclusive and binding on any party. To the extent the Benefits Administrator has been granted discretionary authority under the Plan, the Benefits Administrators prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Benefits Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The Benefits Administrator may, from time to time, employ agents and delegate to such agents, including employees of the Company,
such administrative duties as it sees fit. The Benefits Administrator delegated the review of claims and appeals for benefits under this Plan to the Benefit Appeals Committee of the Corporations Benefits Committee, effective September 15, 2004 (the Appeals Committee).
9.2 Claims for Benefits .
(a) Filing a Claim . A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Appeals Committee or its delegate at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.
(b) Denial of Claim . In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Appeals Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.
(c) Reasons for Denial . A denial or partial denial of a claim will be dated and signed by the Appeals Committee and will clearly set forth:
(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent Plan provisions on which the denial is based;
(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimants right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
(d) Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Appeals Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Appeals Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimants authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits and may submit issues and comments in writing. The review will take
into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
(e) Decision Upon Review . The Appeals Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:
(i) the specific reason or reasons for the adverse determination;
(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits; and
(iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimants right to obtain the information about such procedures, as well as a statement of the claimants right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Appeals Committees receipt of the request for review, except that such period may be extended for an additional 60 days if the Appeals Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
(f) Finality of Determinations; Exhaustion of Remedies; Limitations Period . To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimants denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit
or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Appeals Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
9.3 Indemnification . To the extent not covered by insurance, the Corporation shall indemnify the Appeals Committee, each employee, officer, director, and agent of the Corporation, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Corporation shall not indemnify any person for liabilities or expenses due to that persons own gross negligence or willful misconduct.
Section 10
Miscellaneous
10.1 No Contract of Employment . This Plan does not and is not intended to create a contract of employment. The provisions of this Plan shall not limit the right of an Employer to discharge a Participant nor limit the right of the Participant to voluntarily terminate from the service of the Employer.
10.2 Amendment, Suspension or Termination of Plan . This Plan may be amended or terminated at any time and from time to time by the Company without an Executives consent, but no amendment shall operate to give the Executive, or his Beneficiary, either directly or indirectly, any interest whatsoever in any funds or assets of the Company, except the right upon fulfillment of all terms and conditions hereof to receive the payments herein provided. Likewise, no amendment, suspension or termination of this Plan shall, in and of itself, result in the forfeiture of any benefit credited to an Executive. No amendment, suspension or termination of this Plan shall operate to reduce or diminish any benefit after payment of such benefit has begun. The Company retains the right to amend this Plan prospectively at any time. This Plan may be amended by action of the Compensation Committee of the Board at a meeting held either in person or by telephone or other electronic means, or by unanimous consent in lieu of a meeting. The Committee may delegate this amendment power to an officer of the Company. The Chief Executive Officer of the Company has been authorized to make any modification to this Plan if such modification is (1) in the opinion of counsel, required by local, state or federal law or regulation or (2) estimated to cost the Company no more than $5,000,000 (actuarial present value of all Plan changes made in the same year) for the next five (5) calendar years after the effective date of such modification. The Plan may also be amended pursuant to a written instrument executed by the Companys senior most human resources officer to the extent such amendment is required under applicable law or is required to avoid having amounts deferred under the Plan included in the income of Participants or Beneficiaries for federal income tax purposes prior to distribution.
10.3 Effect of Amendment or Termination . Except as provided in the next sentence, no amendment or termination of the Plan shall adversely affect the rights of any Participant or beneficiary receiving benefits under the Plan as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and beneficiaries in the manner and at the time described in Section 7, unless the Corporation determines in its sole discretion that all such amounts (except for Grandfathered Benefits) shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further benefit accruals shall occur.
10.4 Change of Control . In the event of a Change of Control, no amendment or termination of this Plan shall adversely affect the right of any Participant to the benefits credited to the Participant or to payment of such benefits under the terms of this Plan as in effect immediately prior to such Change of Control.
10.5 Administration . The Plan shall be administered by the Benefits Administrator, who shall have complete discretion to interpret the Plan, resolve issues pertaining to Plan eligibility, determine benefits payable under the Plan and take whatever action that he believes is necessary or desirable for such administration, including but not limited to (a) establishing administrative rules consistent with the provisions of this Plan, (b) delegating his responsibilities to other persons, (c) retaining the services of lawyers, accountants or other third parties to assist with the administration of the Plan, (d) making equitable adjustments under the Plan (including retroactive adjustments) to correct mathematical, accounting or factual errors made in good faith by the Employer or a Participant (and any such adjustments will be final and binding on all persons), and (e) directing Employers to deduct from all Accounts, payments and distributions under the Plan any federal, state or local taxes or such other amounts as may be required by law to be withheld (alternatively, the Benefits Administrator may charge each Participant a flat fee based upon the amount of money deferred pursuant to the Plan, for purposes of covering any such taxes or other amounts).
10.6 Incapacity . Any amount payable under this Plan to an incompetent or otherwise incapacitated person may, at the sole discretion of the Benefits Administrator, be made directly to such person or for the benefit of such person through payment to an institution or other entity caring for or rendering service to or for such person or to a guardian of such person or to another person with whom such person resides. The receipt of such payment by the institution, entity, guardian or other person shall be a full discharge of that amount of the obligation of the Employer to the Employee or Beneficiary.
10.7 Governing Law . This Plan shall be governed and construed in accordance with the laws of the State of Indiana. When appropriate, the singular nouns in this Plan include the plural, and vice versa. If any provision of this Plan is deemed invalid or unenforceable, the remaining provisions shall continue in effect.
10.8 Source of Payments; Rights Unsecured . The amount of any benefit payable under the Plan with respect to any Participant shall be paid from the general assets of the Employer that last employed that Participant. The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured (but legally enforceable) claim against the general assets of an Employer, and neither the Participant nor his Beneficiary shall have any rights in or against any assets of an Employer. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by an Employer for the purpose of meeting its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Employer and shall be available to its general creditors in the event of the Employers bankruptcy or insolvency. An Employers obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.
10.9 No Guarantee of Benefits . Nothing contained in the Plan shall constitute a guarantee by an Employer or any other person or entity that the assets of an Employer will be sufficient to pay any benefits hereunder.
10.10 No Enlargement of Rights . No Participant or Beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to an Employer.
10.11 Anti-Alienation Provision . No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.
10.12 Taxes . The Company or other payor may withhold from a benefit payment under the Plan or a Participants wages, or the Company may reduce a Participants accrued benefit under the Plan, in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
10.13 Corporate Successors . The Plan and the obligations of an Employer under the Plan shall become the responsibility of any successor to the Employer by reason of a transfer or sale of substantially all of the assets of the Employer or by the merger or consolidation of the Employer into or with any other corporation or other entity.
10.14 Unclaimed Benefits . Each Participant shall keep the Compensation Committee of the Board informed of his current address and the current address of his designated beneficiary. The Committee shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Committee.
10.15 Severability . In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
10.16 Words and Headings . Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
IN WITNESS WHEREOF, the President and Chief Executive Officer of the Company executed this Plan as of this day of , 2007.
LINCOLN NATIONAL CORPORATION | ||
By: | Dennis R. Glass | |
Its: | President and Chief Executive Officer |
APPENDIX A
The Vesting Schedule Listing for Shortfall Balances
Approved by the Compensation Committee on November 5, 2007
LINCOLN NATIONAL CORPORATION
DC SERP EXHIBIT FOR SMC
VESTING SCHEDULE LISTING FOR SHORTFALL BALANCES
Executive: |
Westley
Thompson |
Dennis
Schoff |
Frederick
Crawford |
Robert
Dineen |
Elizabeth
Reeves |
Heather
Dzielak |
Terry
Mullen |
Dennis Glass |
Mark
Konen |
Charles
Cornelio |
Pat Coyne | ||||||||||||||||||||||
As of December 31, 2007 |
|||||||||||||||||||||||||||||||||
Age |
52.92 | 48.67 | 44.33 | 58.17 | 53.92 | 39.25 | 42.83 | 58.24 | 48.82 | 48.14 | 44.67 | ||||||||||||||||||||||
Service |
8.00 | 17.00 | 7.00 | 6.00 | 3.00 | 5.00 | 5.00 | 14.20 | 13.42 | 19.20 | 19.00 | ||||||||||||||||||||||
Date Balance first vests: |
1/28/2010 | 4/30/2014 | 8/31/2018 | 12/31/2007 | 12/31/2009 | 9/30/2023 | 3/2/2020 | 12/31/2007 | 3/6/2014 | 11/10/2014 | 5/1/2018 | ||||||||||||||||||||||
Date Balance first vests: |
2/1/2010 | 5/1/2014 | 9/1/2018 | 1/1/2008 | 1/1/2010 | 10/1/2023 | 3/1/2020 | 1/1/2008 | 4/1/2014 | 12/1/2014 | 5/1/2018 | ||||||||||||||||||||||
Vested % at that date: |
12.5 | % | 12.5 | % | 12.5 | % | 20.7 | % | 14.1 | % | 12.5 | % | 12.5 | % | 21.0 | % | 12.5 | % | 12.5 | % | 12.5 | % | |||||||||||
Date one year later (or when fully vested): |
2/1/2011 | 5/1/2015 | 9/1/2019 | 1/1/2009 | 1/1/2011 | 10/1/2024 | 3/1/2021 | 1/1/2009 | 4/1/2015 | 12/1/2015 | 5/1/2019 | ||||||||||||||||||||||
Vested % at that date: |
25.0 | % | 25.0 | % | 25.0 | % | 41.4 | % | 28.2 | % | 25.0 | % | 25.0 | % | 41.4 | % | 25.0 | % | 25.0 | % | 25.0 | % | |||||||||||
Date one year later (or when fully vested): |
2/1/2012 | 5/1/2016 | 9/1/2020 | 1/1/2010 | 1/1/2012 | 10/1/2025 | 3/1/2022 | 1/1/2010 | 4/1/2016 | 12/1/2016 | 5/1/2020 | ||||||||||||||||||||||
Vested % at that date: |
37.5 | % | 37.5 | % | 37.5 | % | 62.1 | % | 42.4 | % | 37.5 | % | 37.5 | % | 62.1 | % | 37.5 | % | 37.5 | % | 37.5 | % | |||||||||||
Date one year later (or when fully vested): |
2/1/2013 | 5/1/2017 | 9/1/2021 | 1/1/2011 | 1/1/2013 | 10/1/2026 | 3/1/2023 | 1/1/2011 | 4/1/2017 | 12/1/2017 | 5/1/2021 | ||||||||||||||||||||||
Vested % at that date: |
50.0 | % | 50.0 | % | 50.0 | % | 82.8 | % | 56.5 | % | 50.0 | % | 50.0 | % | 82.8 | % | 50.0 | % | 50.0 | % | 50.0 | % | |||||||||||
Date one year later (or when fully vested): |
2/1/2014 | 5/1/2018 | 9/1/2022 | 11/1/2011 | 1/1/2014 | 10/1/2027 | 3/1/2024 | 11/1/2011 | 4/1/2018 | 12/1/2018 | 5/1/2022 | ||||||||||||||||||||||
Vested % at that date: |
62.5 | % | 62.5 | % | 62.5 | % | 100.0 | % | 70.6 | % | 62.5 | % | 62.5 | % | 100.0 | % | 62.5 | % | 62.5 | % | 62.5 | % | |||||||||||
Date one year later (or when fully vested): |
2/1/2015 | 5/1/2019 | 9/1/2023 | 1/1/2015 | 10/1/2028 | 3/1/2025 | 4/1/2019 | 12/1/2019 | 5/1/2023 | ||||||||||||||||||||||||
Vested % at that date: |
75.0 | % | 75.0 | % | 75.0 | % | 84.7 | % | 75.0 | % | 75.0 | % | 75.0 | % | 75.0 | % | 75.0 | % | |||||||||||||||
Date one year later (or when fully vested): |
2/1/2016 | 5/1/2020 | 9/1/2024 | 1/1/2016 | 10/1/2029 | 3/1/2026 | 4/1/2020 | 12/1/2020 | 5/1/2024 | ||||||||||||||||||||||||
Vested % at that date: |
87.5 | % | 87.5 | % | 87.5 | % | 98.9 | % | 87.5 | % | 87.5 | % | 87.5 | % | 87.5 | % | 87.5 | % | |||||||||||||||
Date one year later (or when fully vested): |
2/1/2017 | 5/1/2021 | 9/1/2025 | 2/1/2016 | 10/1/2030 | 3/1/2027 | 4/1/2021 | 12/1/2021 | 5/1/2025 | ||||||||||||||||||||||||
Vested % at that date: |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
APPENDIX B
ESSB Participant |
Termination by this Date Triggers a Recalculation of ESSB Opening Account Balance, as of 12/31/2007 |
|
Robert Benson |
May 1, 2008 | |
Charles Cornelio |
April 3, 2008 | |
Dennis Glass |
March 31, 2008 | |
Mark Konen |
April 3, 2008 | |
John Shreves |
May 1, 2008 |
Exhibit 10.26
LINCOLN NATIONAL CORPORATION
EXCESS RETIREMENT PLAN
Amendment & Restatement Effective November 5, 2007
(except as otherwise indicated)
The Lincoln National Corporation Excess Retirement Plan (the Plan) is hereby adopted effective November 5, 2007 by Lincoln National Corporation and Participating Employers. The Plan is the successor to and replaces the following plans: the Lincoln National Corporation Executives Excess Compensation Pension Benefit Plan, the Lincoln National Corporation Employees Supplemental Pension Benefit Plan, the Lincoln National Life Insurance Company Agents Supplemental Pension Benefit Plan, the Lincoln National Life Insurance Company Agents Excess Compensation Pension Benefit, and the Jefferson-Pilot Corporation Supplemental Benefit Plan (the Predecessor Plans). All benefits earned under the Predecessor Plans as of November 5, 2007, and through December 31, 2007 shall be payable under this Plan. In addition, certain benefits under this Plan will cease to accrue or freeze as of December 31, 2007. Finally, this Plan incorporates changes made to the Predecessor Plans in order to comply with Code section 409A, added by the American Jobs Creation Act of 2004 (the JOBS Act).
The purpose of the Plan is to provide or restore certain benefits that cannot be paid under the Corporations qualified retirement plans due to Internal Revenue Service limitations on the amount of annual benefits payable under tax-qualified plans, and the amount of compensation that can be considered under a tax-qualified plan formula. The qualified retirement plan benefits that are restored by this Plan are the benefits provided by:
The Lincoln National Corporation Employees Retirement Plan;
The Jefferson-Pilot Corporation Employees Retirement Plan;
The Lincoln National Life Insurance Company Agents Retirement Plan; and
The Jefferson-Pilot Life Insurance Company Agents Retirement Plan (including the Current Service Accounts)
The Plan is intended (1) to comply with Code section 409A and the official guidance issued thereunder, except for amounts covered by Appendix A, and (2) to be a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
ARTICLE I
DEFINITIONS
Wherever used herein the terms below shall have the following meaning:
ABGA Agent means an agency building general agent for the legacy Jefferson Pilot Life Insurance Company (merged with and into the Lincoln National Life Insurance Company on April 2, 2007).
Affiliate means any corporation or other entity that is treated as a single employer with the Corporation under section 414 of the Code.
Benefit Commencement Date means the date that Plan benefits are scheduled to be paid in a cash lump sum, or scheduled to begin to be paid if the Participant has elected to receive periodic payments of Plan benefits, pursuant to the applicable paragraph of Section 4.1 below.
Benefit Determination Date means the date that Plan benefits are calculated.
Change of Control means an event that qualifies as a change of control of the Corporation under the Lincoln National Corporation Executives Severance Benefit Plan (as in effect immediately prior to such change of control).
Code means the Internal Revenue Code of 1986, as amended from time to time.
Committee means the Compensation Committee of the Corporations Board of Directors or such other committee as may be appointed by the Board of Directors from time to time.
Corporation means Lincoln National Corporation or any successor corporation or other entity.
Current Service Accounts means the accounts under the JP Agents Plan to which the active, post-1975 money purchase pension plan contributions under the JP Agents Plan are credited.
Disabled means, with respect to a Participant, that the Participant has been determined to be disabled as defined in the applicable Qualified Plan.
DAN Agent means a district agency network agent aligned with the legacy Jefferson Pilot Life Insurance Companys retail sales organization (merged with and into the Lincoln National Life Insurance Company on April 2, 2007).
Employee means an individual who is a regular employee on the U.S. payroll of the Corporation or an Employer. The term Employee shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by the Corporation or an Employer as not eligible to participate in the Plan, even if such person is determined to be an employee of the Corporation or a Participating Employer by any governmental or judicial authority.
Employer means Lincoln National Corporation and any Affiliate who has adopted this Plan as a participating Employer.
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
Grandfathered Benefits means, with respect to terminated vested Participants as of December 31, 2004, or active Participants who have not accrued a benefit in this Plan since December 31 ,2004, the benefit amounts earned and vested under this Plan pursuant to Article III as of December 31, 2004 within the meaning of Code section 409A and the official guidance thereunder. Except as specified herein, Grandfathered Benefits are subject to the distribution rules that were in effect under the Predecessor Plans as of December 31, 2004.
JP Agents Plan means the Jefferson-Pilot Life Insurance Company Agents Retirement Plan (the traditional final average pay type component was frozen effective December 31, 1975; as of the effective date of this Plan it continues as a money purchase pension plan with Current Service Accounts).
JP Plan means the Jefferson-Pilot Corporation Employees Retirement Plan.
Key Employee means an Employee treated as a specified employee as of his Separation from Service under Code section 409A(a)(2)(B)(i) of the Corporation or its Affiliates, i.e. , a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) . Key Employees shall be determined in accordance with Code section 409A using December 31 st as the determination date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 st following the identification date.
LNC Plan means the Lincoln National Corporation Employees Retirement Plan.
LNL Agent means a full-time life insurance salesman for Lincoln National Life Insurance Company.
LNL Plan means the Lincoln National Life Insurance Company Agents Retirement Plan.
Participant means any Employee, LNL Agent, ABGA Agent, or DAN Agent who has accrued a Plan benefit as described in Article III of the Plan below. All Participants shall belong to a select group of management or highly compensated employees, as such phrase is defined under ERISA. Effective December 31, 2007, there shall be no new Participants in this Plan.
Participating Employer means the Corporation and the Lincoln National Life Insurance Company and any other Affiliate which adopts the Plan with the written consent of the Corporation.
Plan means the Lincoln National Corporation Excess Retirement Plan, as set forth herein and as amended from time to time.
Plan Administrator means the Senior Vice President of Human Resources.
Present Value means, for a Participant whose Plan benefits are expressed as an annuity, the lump sum present value of the accrued benefit calculated using the actuarial assumptions for calculating lump sum amounts under the applicable Qualified Plan. For Plan benefits expressed as a cash balance account, or a money purchase pension plan account, Present Value is simply the amount credited to the Participants account as of the applicable determination date.
Qualified Plans means, collectively, the Lincoln National Corporation Employees Retirement Plan (referred to individually as the LNC Plan), the Lincoln National Life Insurance Corporation Agents Retirement Plan (referred to individually as the LNL Plan), the Jefferson-Pilot Corporation Employees Retirement Plan (referred to individually as the JP Plan), and the Jefferson-Pilot Life Insurance Corporation Agents Retirement Plan (referred to individually as the JP Agents Plan).
Separation from Service or Separate from Service means a separation from service within the meaning of Code section 409A.
ARTICLE II
PARTICIPATION
Participation in the Plan by an Employee, LNL Agent, ABGA Agent, or DAN Agent begins when the individual begins to accrue a Plan benefit as described in Article III below. Effective December 31, 2007, there shall be no new Participants in the Plan.
ARTICLE III
PLAN BENEFITS
3.1 General .
(a) LNC Plan Participants . Participants in the LNC Plan shall accrue benefits as described in Section 3.2 below, except that benefit accruals under this Plan shall cease or freeze effective December 31, 2007 for Participants in the LNC Plan. Notwithstanding the foregoing, any LNC Plan Participant who is determined to be Disabled as of December 31, 2007 shall continue to accrue certain benefits until the earlier of (i) the date that they are determined to be no longer Disabled, or (ii) attainment of age 65.
(b) LNL Plan Participants . LNL Agents participating in the LNL Plan accrued benefits as described in Section 3.2 below under this Plan until December 31, 1994. Benefit accruals under this Plan ceased or froze effective December 31, 1994 for Participants in the LNL Plan.
(c) JP Plan Participants . Participants in the JP Plan shall accrue benefits as described in Section 3.2 below, except that benefit accruals under this Plan ceased or froze effective January 31, 2007 for DAN Agents, and benefit accruals under this Plan will cease or freeze effective December 31, 2007 for all other Participants in the JP Plan. Notwithstanding the foregoing, any DAN Agent determined to be Disabled with at least five (5) years of participation service as of January 31, 2007, or any other JP Plan Participant who is determined to be Disabled with at least five (5) years of participation service as of December 31, 2007, shall continue to accrue certain benefits under this Plan until the earlier of (i) the date that they are determined to be no longer Disabled, or (ii) attainment of age 65. In addition, any DAN Agent who is determined to be Disabled with at least five (5) years of participation service upon becoming Disabled, or any other JP Plan Participant who is determined to be disabled with at least five (5) years of participation service upon becoming Disabled, shall receive Disability Retirement Income as defined in Section 3.4 of the JP Plan, however, the amount of annual compensation and participation service used to determine the amount of Disability Retirement Income for a DAN Agent whose Disability Retirement Income commences after January 31, 2007 will be frozen as of January 31, 2007, and the amount of annual compensation and participation service used to determine the amount of Disability Retirement Income for any other JP Plan Participant whose Disability Retirement Income commences after December 31, 2007 will be frozen as of December 31, 2007.
(d) JP Agents Plan Participants . ABGA Agents participating in the JP Agents Plan accrued benefits as described in Section 3.2 under the final average pay formula of the JP Agents Plan, which ceased or froze effective December 31, 1975. ABGA Agents participating in this Plan on or after January 1, 1976 received contributions to Current Service Accounts, as described in Section 3.2 below, until December 31, 2006. Contributions under this Plan ceased or froze effective December 31, 2006 for ABGA Agents participating in this Plan. DAN Agents participating in the JP Agents Plan effective January 1, 2007 have Current Service Accounts that are not eligible for benefits that restore JP Agents Plan benefits under this Plan.
3.2 Amount of Benefits .
(a) The amount of benefit under a final average pay formula that is payable to a Participant on his or her Benefit Commencement Date will be equal to (i) minus (ii), where:
(i) is the benefit amount the Participant would be entitled to receive under the applicable Qualified Plan formula, determined without regard to the limitations imposed on such amount by Code sections 401(a)(17) and 415 (and the provisions of the Qualified Plan applying those limitations); and
(ii) is the benefit amount actually payable to the Participant under the applicable Qualified Plan formula, as reduced by such limitations, as of his or her Benefit Commencement Date.
(b) The amount of benefit under a cash balance formula credited to a Cash Balance Account, or under a money purchase pension plan formula credited to a Current Service Account (together, Account Balance) that is payable to a Participant on his or her Benefit Commencement Date will be equal to (i) minus (ii), where:
(i) is the Participants Account Balance determined using the employer contributions that would have been credited to the Account under the applicable Qualified Plan if not for the limitations imposed on such contributions by Code sections 401(a)(17) and 415 (and the provisions of the Qualified Plan applying those limitations); and
(ii) is the Participants actual Account Balance under the applicable Qualified Plan determined using actual employer contributions, as reduced by such limitations.
Notwithstanding the foregoing, the maximum amount of annual compensation earned after 1999 used to determine benefits under this Plan for any LNL Agent participating in the LNC Plan who is an LFA or Sagemark RCEO or Sales Manager shall be $500,000 (with consistent grandfathering for Participants whose annual compensation for any year prior to 2000 exceeded $500,000, all as determined by the Corporations Director of Human Resources). In addition, for purposes of calculating the amount of benefit under 3.2(a)(i) only, amounts deferred under the Lincoln National Corporation Executive Deferred Compensation Plan for Employees are included in the definition of eligible compensation under the applicable Qualified Plan formula.
3.3 Vesting . A Participant shall be vested in his or her Plan benefit if he or she has met the requirements for early retirement or is otherwise fully vested under the applicable Qualified Plan.
ARTICLE IV
DISTRIBUTION OF BENEFITS
The provisions of this Article IV shall apply only to amounts that are not Grandfathered Benefits. The distribution rules applicable to the Grandfathered Benefits are set forth in Appendix A.
4.1. Default Distributions Upon Separation from Service .
(a) LNC Plan Participants . Absent an effective election pursuant to Section 4.5 below, a LNC Plan Participants default Benefit Determination Date is the first day of the month that is a full thirteen (13) months from the date that the Participant Separates from Service. Payment of the Present Value of the Participants benefit will be made to the Participant in the form of a cash lump sum on his or her Benefit Commencement Date. The Benefit Commencement Date is as soon as administratively practicable after the default Benefit Determination Date, but in no event later than 90 days after the default Benefit Determination Date.
Notwithstanding the foregoing, in the case of an LNC Plan Participant who is at least 53 years of age and has not yet attained age 55 at the time they are job eliminated, as that term is defined under the Lincoln National Corporation Severance Pay Plan, such Participant will be stretched or treated as having attained age 55. A Stretched Participants default Benefit Determination date will be the first of the month that is thirteen (13) full months following the month after Separation from Service, but no earlier than age 55.
(b) JP Plan Participants . Absent an effective election pursuant to Section 4.5 below, for JP Plan Participants who Separate from Service prior to January 1, 2008, the default Benefit Determination Date shall be the later of the first day of the month following the month in which the Participant Separates from Service, or age 55. Absent an effective election pursuant to Section 4.5 below, for JP Plan Participants who Separate from Service on or after January 1, 2008, the default Benefit Determination Date shall be the first day of the month following the month in which the Participant Separates from Service. Payment of the Present Value of the Participants benefit will be made to the Participant in the form of a cash lump sum on his or her Benefit Commencement Date. The Benefit Commencement Date is as soon as administratively practicable after the default Benefit Determination Date, but in no event later than 90 days after the default Benefit Determination Date.
(c) LNL Plan Participants . Any benefits still to be provided under the LNL Plan are Grandfathered Benefits. Please see Appendix A.
(d) JP Agents Plan Participants .
(i) Final Average Pay Benefits . Any final average pay benefits still to be provided under the JP Agents Plan are Grandfathered Benefits. Please see Appendix A.
(ii) Current Service Accounts . Absent an effective election pursuant to Section 4.5 below, for JP Agents Plan Participants who Separate from Service prior to January 1, 2008, the default Benefit Determination Date shall be the later of the first day of the month following the month in which the Participant Separates from Service, or age 55. Absent an effective election pursuant to Section 4.5 below, for JP Agents Plan Participants who Separate from Service on or after January 1, 2008, the default Benefit Determination Date shall be the first day of the month following the month in which the Participant Separates from Service. Amounts credited to a Current Service Account under this Plan shall be paid to the Participant in the form of a cash lump sum on their Benefit Commencement Date. The Benefit Commencement Date is as soon as administratively practicable after the default Benefit Determination Date, but in no event later than 90 days after their default Benefit Determination Date.
4.2 Distributions to Disabled Participants . A Disabled Participants Plan benefit will be distributed as provided under the applicable subsection of Section 4.1 above. Disability Retirement Income under Section 3.1(c) of this Plan is payable to eligible Participants until the earlier of (i) the date that they are determined to be no longer Disabled, or (ii) attainment of age 65.
4.3 Distributions Upon Death . In the event of the death of the Participant before payment of his benefit has been made, the Present Value of the Participants benefit will be distributed in a lump sum payment as soon as practicable after death to the Participants beneficiary (but in no event later than 90 days after the Participants death). In the event of the death of the Participant after benefits have commenced in the form elected by the Participant pursuant to Section 4.5 below, death benefits, if any, provided under the form elected by the Participant will be paid to the Participants beneficiary in the distribution form already begun. A Participant shall designate his beneficiary in a writing delivered to the Plan Administrator prior to death in accordance with procedures established by the Plan Administrator. In the event that a Participant dies prior to his/her Benefit Commencement Date and has not properly designated a beneficiary, or if no designated beneficiary is living on the date of distribution, such amount shall be distributed to the Participants estate.
4.4 Benefits After a Change of Control . In the case of a Participant who Separates from Service after a Change of Control with a nonforfeitable right to benefits in the applicable Qualified Plan, Plan benefits will be distributed as provided under the applicable subsection of Section 4.1 above.
For Participants receiving benefits under the final average pay or final average salary formulas of the applicable Qualified Plan, such benefits shall be reduced for early commencement pursuant to the terms and provisions of the applicable Qualified Plan.
4.5 Alternative Elections . A Participant may elect a Benefit Distribution Date or form of distribution other than the default Benefit Distribution Date or default form of distribution set forth in Section 4.1 above by making Initial or Secondary Elections as described below. Alternative forms of distribution include any available optional form of benefits provided under the applicable Qualified Plan. Initial and Secondary Elections must be made in accordance with procedures established by the Plan Administrator, and must satisfy the following conditions:
(a) Initial Elections . Participants are not permitted to make Initial Elections for an alternative Benefit Determination Date. Participants may make an Initial Election for an alternative benefit form. Initial Elections are not valid unless made by the Participant on or before the earlier of Separation from Service and December 31, 2008 and must be made at least 366 days prior to the Participants default Benefit Determination Date (elections may not take effect for twelve (12) months after the date on which the election is made). If a Participant fails to make a valid Initial Election under this paragraph, then the default form of distribution set forth in Section 4.1 above shall be deemed to be the Participants Initial Election.
(b) Secondary Elections . A Participant may make only one Secondary Election to change his/her Benefit Distribution Date and form of distribution. A Secondary Election is not valid unless it meets the following three conditions: (i) it must be made at least 366 days prior to the Participants default Benefit Determination Date (elections may not take effect for twelve (12) months after the date on which the election is made), (ii) the election to change the Benefit Distribution Date and/or form of distribution shall defer or delay payment of the Participants benefit for at least five (5) years from the default Benefit Determination Date, and (iii) in no event shall the Participant be allowed to defer his or her Benefit Determination Date beyond the date they attain age 65.
No alternative election made pursuant to this Section 4.5 may result in an impermissible acceleration of payment, including accelerations of payment as defined under Code section 409A.
4.6 Cash Out of Lump Sums . Notwithstanding Section 4.1 above and any election pursuant to Section 4.5 above by a Participant to the contrary, and subject to Section 4.7 below, if the Present Value of a Participants benefit is $15,500 or less at the time the Participant Separates from Service, the benefit shall be distributed to the Participant in a lump sum payment as soon as administratively possible after Separation from Service.
4.7. Distributions to Key Employees . Notwithstanding any other provision of this Plan to the contrary, in the event a Participant is a Key Employee as of the date of his or her Separation from Service, distributions to such Participant shall not be paid earlier than six months after the date upon which the Key Employee Separates from Service. Payments that are delayed under this Section shall be paid on the later of the first day of the seventh month following the month in which the Participants Separation from Service occurs (or, if earlier, the first day of the month following the Participants death). Interest shall not accrue on such amounts during the period of delay.
4.8 Effect of Early Taxation . If a Participants benefits under the Plan are includable in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.
4.9 Permitted Delays . Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Committees reasonable anticipation of one or more of the following events:
(a) The Corporations deduction with respect to such payment would be eliminated by application of Code section 162(m); or
(b) The making of the payment would violate Federal securities laws or other applicable law;
provided, that any payment delayed pursuant to this Section 4.9 shall be paid in accordance with Code section 409A.
ARTICLE V
ADMINISTRATION
5.1 General Administration . The Committee shall be responsible for the operation and administration of the Plan and for carrying out the provisions hereof. The Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary authority under the Plan, the Committees prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Corporation with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including employees of the Corporation, such administrative duties as it sees fit. The Committee delegated the review of claims and appeals for benefits under this Plan to the Benefit Appeals Committee of the Corporations Benefits Committee, effective September 15, 2004 (the Appeals Committee). Effective November 5, 2007, the Committee delegates to the Senior Vice President of Human Resources responsibility for operating and administering the Plan.
5.2 Claims for Benefits .
(a) Filing a Claim . A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Appeals Committee or its delegate at such address as may be specified from time to time. Claimants will
be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.
(b) Denial of Claim . In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Appeals Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.
(c) Reasons for Denial . A denial or partial denial of a claim will be dated and signed by the Appeals Committee and will clearly set forth:
(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent Plan provisions on which the denial is based;
(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimants right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.
(d) Review of Denial . Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Appeals Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Appeals Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimants authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
(e) Decision Upon Review . The Appeals Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:
(i) the specific reason or reasons for the adverse determination;
(ii) specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimants claim for benefits; and
(iv) a statement describing any voluntary appeal procedures offered by the Plan and the claimants right to obtain the information about such procedures, as well as a statement of the claimants right to bring an action under ERISA section 502(a).
A decision will be rendered no more than 60 days after the Appeals Committees receipt of the request for review, except that such period may be extended for an additional 60 days if the Appeals Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
(f) Finality of Determinations; Exhaustion of Remedies; Limitations Period. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimants denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Appeals Committee. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.
5.3 Indemnification . To the extent not covered by insurance, the Corporation shall indemnify the Appeals Committee, each employee, officer, director, and agent of the Corporation, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Corporation shall not indemnify any person for liabilities or expenses due to that persons own gross negligence or willful misconduct.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment or Termination . The Corporation reserves the right to amend or terminate the Plan when, in the sole discretion of the Corporation, such amendment or termination is advisable, pursuant to a resolution or other action taken by the Committee. The Plan may also be amended pursuant to a written instrument executed by the Corporations senior most human resources officer to the extent such amendment is required under applicable law or is required to avoid having amounts deferred under the Plan included in the income of Participants or beneficiaries for federal income tax purposes prior to distribution.
6.2 Effect of Amendment or Termination . Except as provided in the next sentence, no amendment or termination of the Plan shall adversely affect the rights of any Participant or beneficiary receiving benefits under the Plan as of the effective date of such amendment or termination. Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and beneficiaries in the manner and at the time described in Article IV, unless the Corporation determines in its sole discretion that all such amounts (except for Grandfathered Benefits) shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further benefit accruals shall occur.
In the event of a Change of Control, no amendment or termination of this Plan shall adversely affect the right of any Participant to the benefits accrued by the Participant or to payment of such benefits under the terms of this Plan as in effect immediately prior to such Change of Control.
ARTICLE VII
GENERAL PROVISIONS
7.1 Source of Payments; Rights Unsecured . The amount of any benefit payable under the Plan with respect to any Participant shall be paid from the general assets of the Employer that last employed that Participant. The right of a Participant or his beneficiary to receive a distribution hereunder shall be an unsecured (but legally enforceable) claim against the general assets of an Employer, and neither the Participant nor his beneficiary shall have any rights in or against any assets of an Employer. The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by an Employer for the purpose of meetings its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Employer and shall be available to its general creditors in the event of the Employers bankruptcy or insolvency. An Employers obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.
7.2 No Guarantee of Benefits . Nothing contained in the Plan shall constitute a guarantee by an Employer or any other person or entity that the assets of an Employer will be sufficient to pay any benefits hereunder.
7.3 No Enlargement of Rights . No Participant or beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to an Employer.
7.4 Spendthrift Provision . No interest of any person in, or right to receive a distribution under, the Plan shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person.
7.5 Applicable Law . To the extent not preempted by federal law, the Plan shall be governed by the laws of the State of Indiana.
7.6 Incapacity of Recipient . If any person entitled to a distribution under the Plan is deemed by the Committee to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Employers and the Plan with respect to the payment.
7.7 Taxes . The Corporation or other payor may withhold from a benefit payment under the Plan or a Participants wages, or the Corporation may reduce a Participants accrued benefit under the Plan, in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Corporation or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
7.8 Corporate Successors . The Plan and the obligations of an Employer under the Plan shall become the responsibility of any successor to the Employer by reason of a transfer or sale of substantially all of the assets of the Employer or by the merger or consolidation of the Employer into or with any other corporation or other entity.
7.9 Unclaimed Benefits . Each Participant shall keep the Committee informed of his current address and the current address of his designated beneficiary. The Committee shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Committee.
7.10 Severability . In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
7.11 Words and Headings . Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
IN WITNESS WHEREOF, the President and Chief Executive Office of the Corporation has executed this amendment, restatement, and termination of the Plan as of this day of December, 2007.
LINCOLN NATIONAL CORPORATION | ||
By: | Dennis R. Glass | |
Its: | President and Chief Executive Officer |
APPENDIX A
Grandfathered Benefits
All Plan benefits payable under The Lincoln National Life Insurance Company Agents Retirement Plan (the LNL Plan) are Grandfathered Benefits. Benefits under the final average pay formula of the LNL Plan were frozen effective December 31, 1994. The LNL Plan continued as an active money purchase pension plan until it, too, was frozen on December 31, 2004.
In addition, any Plan benefits earned and vested with respect to (a) terminated vested Participants as of December 31, 2004, or (b) active Participants who have not accrued a benefit since December 31, 2004 under the following Plans are Grandfathered Benefits:
The Lincoln National Corporation Employees Retirement Plan;
The Jefferson-Pilot Corporation Employees Retirement Plan; and
The Jefferson-Pilot Life Insurance Company Agents Retirement Plan (all Plan benefits earned under the final average pay formula of the JP Agents Plan are Grandfathered Benefits. Benefits under the final average pay formula were frozen effective December 31, 1975)
Distribution Provisions for Grandfathered Benefits. Distribution of Grandfathered Benefits shall be made in accordance with the terms of the applicable Predecessor Plan in effect on December 31, 2004, as summarized in (1) and (2) below:
(1) In general, the benefit commencement date, and the form of distribution for a Grandfathered Benefit is the same as elected under the applicable Qualified Plan.
(2) Participants with Grandfathered Benefits may change or defer their benefit commencement date and/or distribution form only as provided under the terms of the applicable Predecessor Plan in effect on December 31, 2004. Any elections to change or defer a benefit commencement date or distribution form must be made at least 366 days prior to the original benefit determination date in effect for the Participant.
In addition, Effective January 1, 2008, if the Present Value of a Participants Grandfathered Benefit is $15,500 or less at the time the Participant Separates from Service, the benefit shall be distributed to the Participant in a lump sum payment as soon as administratively possible after Separation from Service.
Exhibit 10.52
Amendment No. 1
Jefferson-Pilot Corporation Supplemental Benefit Plan
The Jefferson-Pilot Corporation Supplemental Benefit Plan is hereby amended effective November 30, 2007 by adding the following to the end of Paragraph 5:
Notwithstanding the foregoing, Employees who transfer to another employer in connection with the November 30, 2007 sale by the Company of Lincoln Financial Sports, Inc., shall be 100% vested in their accrued benefit as of the date of transfer.
IN WITNESS WHEREOF, the Chief Executive Officer of the Company has executed this Amendment this day of November, 2007.
LINCOLN NATIONAL CORPORATION | ||
By: | Dennis R. Glass | |
Its: | Chief Executive Officer and President |
Exhibit 10.53
EXECUTIVE SPECIAL SUPPLEMENTAL BENEFIT
Amendment & Restatement Effective November 5, 2007
(except as otherwise indicated)
The Compensation Committee of the Board of Directors of Lincoln National Corporation (Company) believes that it is in the best interest of the Company to amend and restate the Executive Special Supplemental Benefit (the ESSB) under the terms of the Jefferson-Pilot Corporation Supplemental Benefit Plan, or any successor thereto (the Supplemental Plan), effective November 5, 2007, and then to terminate the ESSB effective December 31, 2007. The ESSB was originally effective December 1, 1993, as amended from time to time, and is a program providing enhanced retirement benefits to former members of Jefferson-Pilot Corporations management team, some of whom are currently members of the Companys Senior Management Team. These select individuals (hereinafter called Participants) earn and accrue enhanced retirement benefits under the terms and conditions of the ESSB set forth below.
The ESSB is intended (1) to comply with Internal Revenue Code section 409A and official guidance issued thereunder, and (2) to be a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
A. | Eligibility : |
The ESSB was frozen to new participants as of April 3, 2006. Participants currently participating in the Plan are listed on the attached Appendix A.
B. | Benefit Amount : |
The amount of the ESSB payable to a Participant will be the monthly retirement benefit as computed under Subparagraph B(1) below, reduced by the monthly retirement benefit as computed under Subparagraph B(2) below. If the benefit provided by (2) is larger than (1), then no Executive Special Supplemental Benefit is payable to the Participant.
(1) | The monthly retirement benefit provided by multiplying (a) 2.5% for each year of service, with years of service limited to twenty (and thus the percentage derived therefrom limited to 50%) by (b) the Participants final average monthly earnings for the five-year period ending with the Participants retirement date. For this purpose, final average monthly earnings means salary and incentive compensation paid under the terms of the Companys Annual Incentive Bonus Plan (with the latter limited to incentive compensation attributable to fiscal year 1993 and thereafter). Earnings shall not include long-term incentive compensation or the value of any stock grants, stock options or other extraordinary forms of compensation. Years of service shall be computed from date of employment; partial years shall be recognized proportionately based on a 365-day year. |
Example : The Participant retires on his 65 th birthday with 13.4 years of service. The monthly benefit computed under this paragraph would be 13.4 x 2.5%, or a monthly benefit of 33.5% of final average monthly earnings.
- 1 -
(2) | The sum of the monthly retirement benefits provided to the Participant by the Jefferson-Pilot Corporation Employees Retirement Plan, and the monthly retirement benefits provided to the Participant under the Supplemental Plan. |
Any ESSB benefit described in Subparagraphs (1) and (2) above is expressed in terms of a monthly life only annuity benefit commencing on the Participants normal benefit commencement date (the first of the month following the Participants 65 th birthday).
Converted ESSB Opening Balances . Effective December 31, 2007, the benefit of each actively employed Participant participating in the ESSB as of 11:59 p.m. on that date, earned through December 31, 2007, shall be converted to a present value lump sum, calculated pursuant to the applicable provisions of the Lincoln National Corporation Deferred Compensation & Supplemental/Excess Retirement Plan (the DC SERP), and contributed to the DC SERP. Notwithstanding the foregoing, this paragraph shall not apply with respect to any Participant who experiences a Separation from Service on or before December 31, 2007. Separation from Service or Separate from Service, as used in this ESSB plan document, means a separation from service within the meaning of Code section 409A. Such Participants shall receive or continue to receive distributions under the ESSB pursuant to Section G below, the specifics of such distributions depending on the date of the Participants Separation from Service, and whether or not they made Initial and/or Secondary Elections pursuant to Section G below.
C. | Minimum Service Conditions : |
(1) | Due to the change of control of Jefferson-Pilot Corporation on April 3, 2006, all Participants actively employed on that date were vested in their ESSB benefits. |
(2) |
If the Participants service terminates on or after his or her 60 th birthday, but before the first of the month following his or her 65 th birthday, the ESSB benefit payable to the Participant shall be reduced by 3% for each year (and by a proportionate amount for any partial year based on a 365-day year) by which the benefit commencement date precedes the first of the month following his or her 65 th birthday. |
D. | Death : |
(1) |
Should the Participant die on or after his or her 55 th birthday while actively employed by the Company, the Participants surviving spouse shall be entitled to receive a survivor annuity equal to the amount which would have been payable to the Participant had the Participant terminated service on the day prior to death and elected payment of the ESSB in the form of a joint and 50% survivor annuity commencing on the first of the month following the date of death. The applicable factor as provided in the table below shall be applied to the Participants benefit amount as described in Subparagraph B (above) at the time of death. Should the Participant die before his or her 55 th birthday, the Participants benefit shall be further actuarially reduced based on the interest rate and mortality table basis used for calculating lump sum payments in the Jefferson-Pilot Employees Retirement Plan (Section 1.3). Should a Participant die without a surviving spouse, no ESSB will be payable. |
- 2 -
Participants Age |
Applicable Factor |
|
65 |
100% | |
64 |
97% | |
63 |
94% | |
62 |
91% | |
61 |
88% | |
60 |
85% | |
59 |
82% | |
58 |
79% | |
57 |
76% | |
56 |
73% | |
55 |
70% |
(2) | Should the Participant die after commencement of payment of an ESSB benefit, the form of payment will determine whether there are any survivor benefits payable, and, if there are, the amount and extent thereof (e.g., a stream of benefits commenced before death, but not completely paid out, may continue to be paid to the Participants surviving spouse). |
E. | Disability: |
(1) | If the Participant Separates from Service within the meaning of Code section 409A by reason of Disability under section 1.18 of the Jefferson-Pilot Corporation Employees Retirement Plan between the ages of 55 and 59, the ESSB payable to the Participant shall be the benefit as described in Section B and, reduced in accordance with the table directly below based on the Participants age at the time benefit payments commence: |
Participants Age |
Applicable Factor |
|
59 |
82% | |
58 |
79% | |
57 |
76% | |
56 |
73% | |
55 |
70% |
(2) | If the Participant Separates from Service within the meaning of Code section 409A by reason of Disability under Section 1.18 of the Jefferson-Pilot Corporation Employees Retirement Plan and payments commence before age 55, the ESSB payable to the Participant shall be further actuarially reduced based on the interest rate and mortality table basis used for calculating lump sum payments under the Jefferson-Pilot Corporation Employees Retirement Plan (Section 1.3), set forth in Section D above. |
- 3 -
F. | Forfeiture : |
Benefits which would otherwise be payable under the ESSB will be forfeited if the Participant, while employed by the Company, or after his or her Separation from Service:
(a) | Is convicted of or pleads guilty to any act of fraud or embezzlement, |
(b) | Engages in any conduct or activity involving moral turpitude which is materially damaging to the property, business or reputation of the Company, |
(c) | Misappropriates any property of the Company or appropriates for his or her personal gain any corporate opportunity of the Company, |
(d) | Divulges Company proprietary information to competitors, or |
(e) | Assumes a position with a competitor of the Company as an employee or consultant which, in the opinion of the Committee, would be detrimental to the interest of the Company or would place the Participant in a likely conflict of interest. |
G. | Benefit Commencement Date and Form of Distribution : |
(1) | Form of Distribution . |
For Participants who experience a Separation from Service on or before December 31, 2007, any benefit payable to the Participant or the Participants spouse or beneficiary under the ESSB shall be paid in the form elected by the Participant in a valid election no later than the Participants Separation from Service. Available forms include a lump sum or any annuity form available under the Jefferson-Pilot Corporation Employees Retirement Plan.
For Participants actively employed by the Company as of 11:59 p.m. on December 31, 2007, the actuarially equivalent lump sum or converted ESSB benefit shall be credited to the Participants ESSB Opening Balance account in the DC SERP and paid according to the terms of the DC SERP.
Election forms shall be submitted in the form required by the Lincoln National Corporation Benefits Committee, the administrator of the ESSB. An election regarding form of benefit is not valid unless it is made at least 366 days prior to the benefit commencement date. In the case a valid election cannot or has not been made, the default form of payment shall be a cash lump sum.
Participants may have the opportunity to elect to change their form of distribution pursuant to Section G(4) below.
(2) | Benefit Commencement Date . |
For Participants who experience a Separation from Service on or before December 31, 2007, their ESSB benefit shall be valued as of the later of: (a) age 60, or (b) the first day of the month following the date of Separation from Service, and shall be paid as soon as practicable thereafter (but in no event later than 90 days from the applicable date).
- 4 -
Participants may have an opportunity to change their benefit commencement date as described above pursuant to Section G(4) below.
(3) | Form and Time of Payment in the Case of Participants Death Prior to Benefit Commencement . Any ESSB benefit payable to the spouse of the Participant upon his death under subparagraph D(1) shall be calculated under Section B and converted to a lump sum in accordance with Section 1.3 of the Jefferson-Pilot Employees Retirement Plan as soon as administratively practicable (but in all events within 90 days of death), unless the Participant had already made a valid election as to form of distribution as described in G(1) above prior to his death. |
(4) | Secondary or Re-Deferral Elections . A Participant may make only one Secondary or Re-Deferral Election to change the benefit commencement date and form of distribution. A Secondary or Re-Deferral Election is not valid unless it meets the following three conditions: (i) it must be made at least 366 days prior to the original benefit commencement date, (ii) it must delay the benefit commencement date by a minimum of five (5) years, and (iii) in no event may such election defer the benefit commencement date beyond the date that the Participant attains age 65. Secondary or Re-Deferral Elections may be permitted for converted ESSB benefits pursuant to the terms of the DC SERP. |
(5) | Key Employees . In the event that a Participant is a Key Employee as of the date of his Separation from Service, the distributions to such Participant shall commence no earlier than six (6) months following the date of his Separation from Service (or, if earlier, the date of the Participants death). Interest shall be paid on benefit amounts during the period of delay at the rate of 10% per annum. |
H. | Intent and Purpose : |
The Committee intends for the ESSB to constitute a Special Supplemental Benefit as defined in the Supplemental Plan, and the same shall be subject to the additional terms and conditions of the Supplemental Plan which are applicable to a Special Supplemental Benefit, to the extent those terms do not contradict the terms of the ESSB.
IN WITNESS WHEREOF, the President and Chief Executive Office of the Corporation has executed this amendment, restatement, and termination of the Plan as of this _____ day of ______________, 2007.
LINCOLN NATIONAL CORPORATION | ||
By: | Dennis R. Glass | |
Its: | President and Chief Executive Officer |
- 5 -
APPENDIX A
Participants in the Executive Special Supplemental Benefit Plan, as of February 22, 2007:
Reggie Adamson
Robert Benson
Charles Cornelio
Dennis Glass
Mark Konen
John Shreves
- 6 -
Exhibit 12
LINCOLN NATIONAL CORPORATION AND SUBSIDIARIES
HISTORICAL RATIO OF EARNINGS TO FIXED CHARGES
(dollars in millions)
For the Years Ended December 31, | |||||||||||||||
2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||
Income from continuing operations before taxes | $ | 1,874 | $ | 1,778 | $ | 1,075 | $ | 1,036 | $ | 1,047 | |||||
Sub-total of fixed charges | 324 | 241 | 110 | 116 | 112 | ||||||||||
Sub-total of adjusted income |
2,198 | 2,019 | 1,185 | 1,152 | 1,159 | ||||||||||
Interest on annuities and financial products | 2,542 | 2,316 | 1,570 | 1,571 | 1,617 | ||||||||||
Adjusted income base |
$ | 4,740 | $ | 4,335 | $ | 2,755 | $ | 2,723 | $ | 2,776 | |||||
Fixed Charges | |||||||||||||||
Interest and debt expense | $ | 304 | $ | 220 | $ | 89 | $ | 94 | $ | 90 | |||||
Portion of rent expense representing interest | 20 | 21 | 21 | 22 | 22 | ||||||||||
Sub-total of fixed charges excluding interest on annuities and financial products |
324 | 241 | 110 | 116 | 112 | ||||||||||
Interest on annuities and financial products | 2,542 | 2,316 | 1,570 | 1,571 | 1,617 | ||||||||||
Total of fixed charges |
$ | 2,866 | $ | 2,557 | $ | 1,680 | $ | 1,687 | $ | 1,729 | |||||
Ratio of sub-total of adjusted income to sub-total of fixed charges excluding interest on annuities and financial products |
6.78 | 8.38 | 10.77 | 9.93 | 10.35 | ||||||||||
Ratio of adjusted income base to total fixed charges | 1.65 | 1.70 | 1.64 | 1.61 | 1.61 |
Exhibit 21
Subsidiaries of Lincoln National Corporation
As of December 31, 2007
Organized Under Law of: |
Ownership | ||||
Lincoln National Corporation |
Indiana | ||||
First Penn-Pacific Life Insurance Company |
Indiana | 100 | % | ||
Hampshire Funding, Inc. |
New Hampshire | 100 | % | ||
Jefferson Pilot Securities Corporation |
New Hampshire | 100 | % | ||
Allied Professional Advisors, Inc. |
New Hampshire | 100 | % | ||
JPSC Insurance Services, Inc. |
New Hampshire | 100 | % | ||
Jefferson Pilot Variable Corporation |
North Carolina | 100 | % | ||
Jefferson Pilot Capital Trust A |
Delaware | 100 | % | ||
Jefferson Pilot Capital Trust B |
Delaware | 100 | % | ||
Jefferson-Pilot Investments, Inc. |
North Carolina | 100 | % | ||
Hampshire Syndications, Inc. |
New Hampshire | 100 | % | ||
Lincoln Financial Media Company |
North Carolina | 100 | % | ||
Lincoln Financial Media Company of California |
North Carolina | 100 | % | ||
Lincoln Financial Media Company of Colorado |
North Carolina | 100 | % | ||
Lincoln Financial Media Company of Florida |
North Carolina | 100 | % | ||
Lincoln Financial Media Company of Georgia |
North Carolina | 100 | % | ||
WBTV, Inc. |
North Carolina | 100 | % | ||
WCSC, Inc. |
South Carolina | 100 | % | ||
Tall Tower, Inc. |
South Carolina | 100 | % | ||
WWBT, Inc. |
Virginia | 100 | % | ||
Lincoln Investment Advisors Corporation |
Tennessee | 100 | % | ||
Lincoln Life Improved Housing Inc. |
Indiana | 100 | % | ||
Lincoln National (UK) PLC |
England | 99.99 | % 1 | ||
City Financial Partners Limited |
England | 100 | % | ||
Consumers Financial Education Company Limited |
England | 100 | % | ||
Financial Alliances Limited |
England | 100 | % | ||
LIV Limited |
England | 100 | % | ||
LN Management Limited |
England | 100 | % | ||
LN Securities Limited |
England | 100 | % | ||
Laurtrust Limited |
England | 100 | % | ||
Lincoln Assurance Limited |
England | 100 | % 2 | ||
Barnwood Property Group Limited |
England | 100 | % | ||
Barnwood Properties Limited |
England | 100 | % | ||
IMPCO Properties G.B. Ltd. |
England | 100 | % | ||
Lincoln Financial Advisers Limited |
England | 100 | % | ||
Lincoln Financial Group PLC |
England | 100 | % | ||
Lincoln Management Services Limited |
England | 100 | % | ||
Laurit Limited |
England | 100 | % | ||
Lincoln Milldon Limited |
England | 100 | % | ||
Lincoln General Insurance Co. Ltd. |
England | 100 | % | ||
Lincoln Independent (Jersey) Limited |
Jersey | 100 | % | ||
Lincoln Independent Limited |
England | 100 | % | ||
Lincoln Insurance Services Limited |
England | 100 | % | ||
Chapel Ash Financial Services Ltd. |
England | 100 | % |
Organized Under Law of: |
Ownership | ||||
Lincoln Investment Management Limited |
England | 100 | % | ||
Lincoln National (Guernsey) Limited |
Guernsey | 100 | % | ||
Lincoln SBP Trustee Limited |
England | 100 | % | ||
Lincoln Unit Trust Managers Limited |
England | 100 | % | ||
Lincoln National Investments, Inc. |
Indiana | 100 | % | ||
Lincoln National Investment Companies, Inc. |
Indiana | 100 | % | ||
Delaware Management Holdings, Inc. |
Delaware | 100 | % | ||
DMH Corp. |
Delaware | 100 | % | ||
Delaware Investments U.S., Inc. |
Delaware | 100 | % | ||
Delaware Distributors, Inc. |
Delaware | 100 | % | ||
Delaware General Management, Inc. |
Delaware | 100 | % | ||
Delaware Management Company, Inc. |
Delaware | 100 | % | ||
Delaware Management Business Trust |
Delaware | 100 | % | ||
Delaware Distributors, L.P. |
Delaware | 3 | |||
Delaware Management Trust Company |
Pennsylvania | 100 | % | ||
Delaware Service Company, Inc. |
Delaware | 100 | % | ||
Retirement Financial Services, Inc. |
Delaware | 100 | % | ||
Lincoln National Management Corporation |
Pennsylvania | 100 | % | ||
Lincoln National Realty Corporation |
Indiana | 100 | % | ||
Lincoln National Reinsurance Company (Barbados) Limited |
Barbados | 100 | % | ||
Lincoln Reinsurance Company of Bermuda, Limited |
Bermuda | 100 | % | ||
The Lincoln National Life Insurance Company |
Indiana | 100 | % | ||
Jefferson Standard Life Insurance Company |
North Carolina | 100 | % | ||
LFA, Limited Liability Company |
Indiana | 100 | % | ||
LFD Insurance Agency, Limited Liability Company |
Delaware | 100 | % | ||
LNC Administrative Services Corporation |
Indiana | 100 | % | ||
Lincoln Financial Advisors Corporation |
Indiana | 100 | % | ||
LFA Management Corporation |
Pennsylvania | 100 | % | ||
Lincoln Financial Distributors, Inc. |
Connecticut | 100 | % | ||
Lincoln Financial Holdings, LLC |
Delaware | 100 | % | ||
LFG South Carolina Reinsurance Company |
South Carolina | 100 | % | ||
Lincoln Financial and Insurance Services Corporation |
California | 100 | % | ||
California Fringe Benefit and Insurance Marketing Corporation |
California | 100 | % | ||
Lincoln Investment Solutions, Inc. |
Delaware | 100 | % | ||
Lincoln Life & Annuity Company of New York |
New York | 100 | % | ||
Lincoln National Financial Holdings, LLC |
Delaware | 100 | % | ||
Lincoln Reinsurance Company of South Carolina |
South Carolina | 100 | % | ||
Lincoln Realty Capital Corporation |
Indiana | 100 | % | ||
Lincoln Retirement Services Company, LLC |
Indiana | 100 | % | ||
Lincoln Variable Insurance Products Trust |
Delaware | 100 | % | ||
Westfield Assigned Benefits Company |
Ohio | 100 | % |
1 |
Remainder owned by The Lincoln National Life Insurance Company |
2 |
Except for director-qualifying shares |
3 |
98% Delaware Investment Advisers (LP); 1% Delaware Capital Management (LP); 1% Delaware Distributors, Inc.(GP) |
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following registration statements of Lincoln National Corporation and in the related prospectuses listed below:
1. | Forms S-3 |
a. | Nos. 333-132416, 333-132416-01, 333-132416-02, and 333-132416-03 pertaining to the Lincoln National Corporation automatic shelf registration for certain securities, |
b. | No. 333-133086 pertaining to the Jefferson-Pilot Corporation Long Term Stock Incentive Plan, |
c. | No. 333-131943 pertaining to The Lincoln National Life Insurance Company Agents Savings and Profit-Sharing Plan, |
d. | Nos. 333-142871 and 333-124976 pertaining to the Lincoln National Corporation Amended and Restated Incentive Compensation Plan, |
e. | Nos. 333-84728, 333-84728-01, 333-84728-02, 333-84728-03 and 333-84728-04 pertaining to the Lincoln National Corporation shelf registration for certain securities, |
f. | No. 333-32667 pertaining to the Lincoln National Corporation 1997 Incentive Compensation Plan, and |
g. | Nos. 333-146213 and 33-51415 pertaining to the Lincoln National Corporation Executive Deferred Compensation Plan for Agents; |
2. | Form S-4 (No. 333-130226) pertaining to the proposed business combination with Jefferson-Pilot Corporation; |
3. | Forms S-8 |
a. | No. 333-148289 pertaining to the Delaware Management Holdings, Inc. Employees Savings and 401(k) Plan, |
b. | No. 333-142872 pertaining to the Lincoln National Corporation Stock Option Plan for Non-Employee Directors, |
c. | No. 333-133039 pertaining to various Jefferson-Pilot Corporation benefit plans, |
d. | Nos. 333-143796 and 333-126452 pertaining to the Lincoln National Corporation Executive Deferred Compensation Plan for Employees, |
e. | No. 333-126020 pertaining to the Lincoln National Corporation Employees Savings and Profit-Sharing Plan, |
f. | Nos. 333-143795 and 333-121069 pertaining to the Lincoln National Corporation Deferred Compensation Plan for Non-Employee Directors, |
g. | No. 033-58113 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors, |
h. | No. 333-105344 pertaining to the Lincoln National Corporation 1993 Stock Plan for Non-Employee Directors; |
of our reports dated February 27, 2008, with respect to the consolidated financial statements and financial statement schedules of Lincoln National Corporation and the effectiveness of internal control over financial reporting of Lincoln National Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2007.
/s/ Ernst & Young LLP |
Philadelphia, Pennsylvania |
February 27, 2008 |
Exhibit 31.1
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Dennis R. Glass, President and Chief Executive Officer, certify that:
1. | I have reviewed this annual report on Form 10-K of Lincoln National Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: February 29, 2008 |
/s/ Dennis R. Glass |
|
Dennis R. Glass | ||
President and Chief Executive Officer |
Exhibit 31.2
Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Frederick J. Crawford, Senior Vice President and Chief Financial Officer, certify that:
1. | I have reviewed this annual report on Form 10-K of Lincoln National Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: February 29, 2008 |
/s/ Frederick J. Crawford |
|
Frederick J. Crawford | ||
Senior Vice President and Chief Financial Officer |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
Of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lincoln National Corporation (the Company), hereby certifies that the Companys Annual Report on Form 10-K for the year ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 29, 2008 |
/s/ Dennis R. Glass |
|
Name: Dennis R. Glass | ||
Title: President and Chief Executive Officer |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.
A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906
Of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, the undersigned officer of Lincoln National Corporation (the Company), hereby certifies that the Companys Annual Report on Form 10-K for the year ended December 31, 2007 (the Report) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 29, 2008 |
/s/ Frederick J. Crawford |
|
Name: Frederick J. Crawford | ||
Title: Senior Vice President and Chief Financial Officer |
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.
A signed original of this written statement required under Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.